5. The date on which the arbitration panel is established shall be the date on which all three arbitrators have been selected.
6. The arrangements for responsibility for the arbitration fees are defined in the procedural rules.
Article 53. Interim Report by the Arbitration Panel
The arbitration panel shall submit to the Parties an interim report containing both the descriptive sections and its findings and conclusions, generally within one hundred and twenty (120) days at the latest from the date on which the arbitration panel was established. In the fifteen (15) days following the presentation of the interim report by the arbitration panel, each Party shall have the option of submitting remarks in writing to the arbitration panel concerning specific aspects of the interim report.
Article 54. Arbitration Panel Ruling
1. The arbitration panel shall transmit its ruling to the Parties and the TPA Committee at the latest one hundred and fifty (150) days following the establishment of the arbitration panel. If it considers that this time limit cannot be complied with, the Chairperson of the arbitration panel shall inform the Parties and the TPA Committee thereof in writing, giving reasons for the delay and stating the date on which the arbitration panel plans to conclude its work. The arbitration panel ruling should under no circumstances be delivered any later than one hundred and eighty (180) days from the date on which the arbitration panel was established.
2. In urgent situations, including those involving perishable and seasonal goods, the arbitration panel shall endeavour to deliver its ruling within seventy-five (75) days of being established. Under no circumstance shall it take longer than ninety (90) days from the date of its establishment. The arbitration panel may deliver a preliminary ruling on whether the case is urgent within ten (10) days of being formed.
3. Each Party may ask an arbitration panel to recommend ways in which the respondent could achieve compliance.
Section II. Achieving Compliance
Article 55. Compliance with the Arbitration Panel Ruling
Each Party shall take any measure necessary to comply with the arbitration panel ruling. The Parties shall endeavour to agree on a time limit for compliance with the ruling.
Article 56. Reasonable Period of Time for Compliance
1. At the latest thirty (30) days after the Parties have been informed of the arbitration panel ruling, the respondent shall inform the applicant and the TPA Committee in writing of the time it will need to achieve compliance ("reasonable period of time").
2. In the event of a disagreement between the Parties regarding what constitutes a reasonable period of time within which to comply with the arbitration panel ruling, the applicant shall, within twenty (20) days of the notification provided for in paragraph 1 of this Article, send a written request to the arbitration panel asking it to determine that reasonable period of time. Such a request shall be reported simultaneously to the other Party and the TPA Committee. The arbitration panel shall announce its decision to the Parties and to the TPA Committee within thirty (30) days of the request being submitted.
3. The arbitration panel shall, in determining the reasonable period of time, take into consideration the length of time that it would normally take the respondent to adopt comparable legislative or administrative measures to those identified by the respondent as being necessary to ensure compliance. The arbitration panel may also take account of constraints that might affect the adoption of the necessary measures by the respondent.
4. Where the arbitration panel or some of its members are unable to reconvene, the procedures set out in Article 52 of this Agreement shall be applied. The time limit for delivering a ruling shall be forty-five (45) days from the date on which the request referred to in paragraph 2 of this Article was submitted.
5. The reasonable period of time may be extended by mutual agreement between the Parties.
Article 57. Review of Measures Taken to Comply with the Arbitration Panel Ruling
1. The respondent shall notify the other Party and the TPA Committee before expiry of the reasonable period of time of any measures it has taken to comply with the arbitration panel ruling.
2. In the event of a disagreement between the Parties concerning the compatibility of the measures notified under paragraph 1 of this Article with the provisions of this Agreement, the applicant may make a written request for a ruling by the arbitration panel on the matter. The request shall indicate the specific measures in question and state why they are incompatible with the provisions of this Agreement. The arbitration panel shall communicate its ruling within ninety (90) days of the date on which the request was submitted. In urgent situations, including cases in which perishable and seasonal goods are in question, the arbitration panel shall deliver its ruling within forty-five (45) days of the request being submitted.
3. Where the arbitration panel or some of its members are unable to reconvene, the procedures set out in Article 52 of this Agreement shall be applied. The time limit for delivering a ruling shall be one hundred and five (105) days from the date on which the request referred to in paragraph 2 of this Article was submitted.
Article 58. Temporary Remedies In the Event of Non-compliance
1. If the respondent fails to notify measures it has taken to comply with the arbitration panel ruling before expiry of the reasonable period of time, or if the arbitration panel rules that the measures notified under Article 57(1) of this Agreement are not compatible with its obligations under the provisions of Article 55 hereof, the respondent shall, if so requested by the applicant, submit to the applicant an offer for temporary compensation.
2. If the Parties do not agree on compensation within thirty (30) days of the expiry of the reasonable period of time or of the ruling by the arbitration panel referred to in Article 57 of this Agreement that the compliance measures that have been taken are not compatible with the provisions referred to in Article 55 hereof, the applicant shall be authorised, after having informed the other Party, to take appropriate measures. In taking such measures, the applicant shall endeavour to select measures that least affect the achievement of the objectives of this Agreement and take into consideration their impact on the economy of the respondent. If applicable, the appropriate measures should not affect the provision of development assistance to Ghana.
3. The UK shall show moderation in its requests for compensation or when adopting the appropriate measures in accordance with paragraphs 1 and 2 of this Article and shall take account of the status of Ghana as a developing country.
4. The appropriate measures or compensation shall be temporary and shall cease to be applied when the measure recognised as being incompatible has been withdrawn or amended in such a way as to make it comply with the provisions of Article 55 of this Agreement or when the Parties agree to terminate the dispute settlement procedure.
Article 59. Examination of the Compliance Measures Following the Adoption of Appropriate Measures
1. The respondent shall inform the other Party and the TPA Committee of the measures it has taken to comply with the ruling of the arbitration panel and request that the appropriate measures taken by the applicant shall cease to be applied.
2. If the Parties do not reach an agreement on the compatibility of the notified measures with the provisions of this Agreement within thirty (30) days of the notification being submitted, the applicant shall make a request in writing for the arbitration panel to rule on the matter. Such a request shall be reported simultaneously to the other Party and the TPA Committee. The ruling of the arbitration panel shall be delivered within forty-five (45) days of submission of the request and shall be reported to the Parties and the TPA Committee. If the arbitration panel rules that the measures taken by the Party against which the ruling was delivered are not in conformity with the relevant provisions of this Agreement, it shall consider whether it is appropriate for the applicant to continue to apply the measures taken. If the arbitration panel rules that the measures taken are in conformity with the relevant provisions of this Agreement, the application of the appropriate measures shall be terminated.
3. Where the arbitration panel or some of its members are unable to reconvene, the procedures set out in Article 52 of this Agreement shall be applied. The time limit for delivering a ruling shall be sixty (60) days from the date on which the request referred to in paragraph 2 of this Article was submitted.
Section III. Common Provisions
Article 60. Mutually Agreed Solution
The Parties may reach a mutually agreed solution to a dispute at any time. They shall inform the TPA Committee of any such solution. The adoption of a mutually agreed solution shall terminate the procedure.
Article 61. Procedural Rules
1. Dispute settlement procedures under Chapter 3 of this Part shall be governed by procedural rules which shall be adopted by the TPA Committee within three (3) months of it being set up.
2. Any meeting of the arbitration panel shall be open to the public in accordance with the procedural rules, unless otherwise decided by the arbitration panel on its own initiative or further to the request of the Parties.
Article 62. General and Technical Information
At the request of a Party or on its own initiative, the arbitration panel may obtain general and technical information from any source, including the Parties, if it deems this to be appropriate for the arbitration proceedings. The arbitration panel shall also be authorised to obtain the opinion of experts if it considers this appropriate. Interested parties are authorised to submit amicus curiae briefs to the arbitration panel in accordance with the procedural rules. Information obtained in this manner must be disclosed to each of the Parties and submitted to them for their comments.
Article 63. Language of Submissions
1. The common working language of the Parties for procedures for the prevention and settlement of disputes shall be English.
2. The Parties shall make their written or oral submissions in English.
Article 64. Rules of Interpretation
The arbitration panel shall interpret the provisions of this Agreement in accordance with the customary rules of interpretation of public international law, including those set out in the Vienna Convention on the Law of Treaties. The rulings of the arbitration panel shall neither add to nor diminish the rights and obligations set out in this Agreement.
Article 65. Arbitration Panel Rulings
1. The arbitration panel shall make its rulings by consensus. Where a ruling cannot be made by consensus, it shall be made by majority vote. However, in no case shall dissenting opinions of arbitrators be published.
2. The ruling shall set out the substantive findings, the applicability of the relevant provisions of this Agreement and the reasoning underpinning the findings and conclusions reached by the arbitration panel. The TPA Committee shall make the arbitration panel ruling known to the public, unless it decides otherwise.
Chapter 4. GENERAL PROVISIONS
Article 66. List of Arbitrators
1. The TPA Committee shall establish a list of fifteen (15) individuals who are willing and able to serve as arbitrators within three (3) months at the latest of being set up. Each Party shall appoint one third of the arbitrators. The two Parties shall agree on the choice of the remaining third of arbitrators, who shall not be nationals of either Party and who shall act as chairperson to the arbitration panel. The TPA Committee shall ensure that the said list is always maintained at this level.
2. The arbitrators shall have specialised knowledge or experience of law and international trade. They shall be independent, serve in their individual capacities and not take instructions from any organisation or government, shall not be affiliated with the government of either Party, and shall comply with the Code of Conduct appended to the procedural rules.
3. The TPA Committee may establish an additional list of 15 individuals having a sectoral expertise in specific matters covered by this Agreement. When recourse is made to the selection procedure under Article 52(3), the Chairperson of the TPA Committee may use such a sectoral list upon agreement of both Parties.
Article 67. Links with the WTO Obligations
1. The arbitration bodies set up under this Agreement shall not be authorised to rule on disputes relating to the rights and obligations of each Party pursuant to the WTO Agreements.
2. Recourse to the dispute settlement provisions of this Agreement shall be without prejudice to any action in connection with the WTO, including dispute settlement action. However, when a Party has initiated a dispute settlement procedure with regard to a given measure either under Article 51(1) of this Agreement or under the WTO Agreements, it may not initiate a dispute settlement procedure for the same measure in the other forum before concluding the first procedure. For the purposes of this paragraph, a Party shall be considered to have initiated a dispute settlement procedure under the WTO Agreements once it has requested the establishment of a panel pursuant to Article 6 of the Dispute Settlement Understanding set out in Annex 2 to the Agreement establishing the WTO.
3. Nothing in this Agreement shall preclude a Party from applying the suspension of obligations authorised by the WTO Dispute Settlement Body.
Article 68. Time Limits
1. All the limitation periods laid down in this Part, including the times by which the arbitration panels must deliver their rulings, shall be counted in calendar days from the day following the act or fact to which it refers. If the last day is a non-working day, the time limit shall be deemed to fall on the next working day. 2. Any time limit provided for in this Part of this Agreement may be extended by mutual agreement between the Parties.
Article 69. Modification of Part III
The TPA Committee and each Party may both take the initiative to request an amendment of this Part. The amendment requests will be examined by the TPA Committee. The amendment will enter into force only after approval by both Parties.
Part IV. GENERAL EXCEPTIONS
Article 70. General Exception Clause
Subject to the requirement that such measures are not applied in a manner that would constitute a means of arbitrary or unjustifiable discrimination between the Parties where like conditions prevail, or a disguised restriction on trade in goods or services or on establishment, nothing in this Agreement shall be construed to prevent the adoption or application by either Party of measures:
(a) necessary to protect public morals, order or security;
(b) necessary to protect the life or health of humans, animals or plants;
(c) necessary to secure compliance with laws or regulations that are not inconsistent with the provisions of this Agreement including those relating to:
(i) the prevention of deceptive and fraudulent practices or to deal with the effects of a default on contracts;
(ii) protection of the privacy of individuals in relation to the processing and dissemination of personal data and the protection of confidentiality of individual records and accounts;
(iii) security;
(iv) customs enforcement; or
(v) the protection of intellectual property rights;
(d) relating to the import or export of gold or silver;
(e) concerning the protection of national treasures of artistic, historic or archaeological value;
(f) relating to the conservation of non-renewable natural resources if such measures imply restrictions on domestic production or consumption of goods, domestic supply or consumption of services or domestic investors;
(g) relating to the products of prison labour;
(h) are inconsistent with Article 35, provided that the difference in treatment is aimed at ensuring the effective or equitable imposition or collection of direct taxes in respect of economic activities, investors or service suppliers of the other Party.
Article 71. Security Exceptions
1. Nothing in this Agreement shall be construed:
(a) as requiring either Party to furnish any information, the disclosure of which it considers contrary to its essential security interests;
(b) as preventing the Parties from taking any action deemed necessary for the protection of their essential security interests:
(i) relating to fissile or fissionable materials or the materials from which they are derived;
(ii) relating to economic activities carried out directly or indirectly for the purpose of supplying or provisioning a military establishment;
(iii) connected with the production of or trade in arms, munitions and war material;
(iv) relating to government procurement essential for national security or for national defence purposes;
(v) taken in time of war or other emergency in international relations;
(c) as preventing the Parties from taking any action in order to honour their obligations for the purpose of maintaining international peace and security.
2. The TPA Committee shall be informed to the fullest extent possible of measures taken under paragraph 1(b) and (c) of this Article and of their termination dates.
Article 72. Taxation
1. Nothing in this Agreement or in any arrangement adopted under this Agreement shall be construed to prevent the Parties from distinguishing, in the application of the relevant provisions of their fiscal legislation, between taxpayers who are not in the same situation, in particular with regard to their place of residence or with regard to the place where their capital is invested.
2. Nothing in this Agreement or in any arrangement adopted under this Agreement shall be construed to prevent the adoption or enforcement of any measure aimed at preventing the avoidance or evasion of taxes pursuant to the tax provisions of agreements intended to avoid double taxation or other tax arrangements or domestic fiscal legislation.
3. Nothing in this Agreement shall affect the rights and obligations of the Parties under any tax convention. In the event of any inconsistency between this Agreement and such a convention, the convention shall prevail to the extent of the inconsistency.
4. Nothing in this Agreement applies to any MFN obligation with respect to an advantage accorded by a Party pursuant to a tax convention.
Part V. INSTITUTIONAL PROVISIONS
Article 73. TPA Committee
1. For the purposes of implementing this Agreement, a TPA Committee is hereby established.
2. The Parties agree that the composition, organisation and operation of this TPA Committee will respect the principle of equality. The TPA Committee will determine its organisation and functioning rules.
3. Except as otherwise provided for in paragraph 4 of this Article, the TPA Committee is responsible for the administration in all fields covered by this Agreement and the achievement of all tasks mentioned in this Agreement.
4. The TPA Committee shall not be responsible for political dialogue, consultations held or measures taken (as referred to in Annex F) relating to the essential and fundamental elements of this Agreement.
5. The TPA Committee meetings may be open to third parties. The ECOWAS Commission may be invited to the TPA Committee meetings, according to its internal procedures.
6. Any decisions adopted by the EPA Committee established by the EU-Ghana Free Trade Agreement before that Agreement ceased to apply to the UK shall, to the extent those decisions relate to the Parties to this Agreement and unless the Parties agree otherwise, be deemed to have been adopted, mutatis mutandis, by the TPA Committee which the Parties establish under paragraph 1 of this Article.
In this Article, a reference to decisions adopted by the "EPA Committee established by the EU-Ghana Free Trade Agreement" shall be understood as also including decisions adopted by any special committees or bodies established by that committee.
7. Nothing in paragraph 6 prevents the TPA Committee established by this Agreement from making decisions which are different to, modify, revoke or supersede the decisions deemed to have been adopted under that paragraph.
Part VI. FINAL PROVISIONS
Article 74. Definition of the Parties and Fulfilment of Obligations
1. The Parties to this Agreement are the United Kingdom of Great Britain and Northern Ireland, referred to herein as "United Kingdom" or the "UK", and the Republic of Ghana, referred to herein as "Ghana".
2. For the purposes of this Agreement, the term "Party" shall refer to Ghana or to the UK as the case may be. The term "Parties" shall refer to Ghana and the UK.
3. The Parties shall take any general or specific measures necessary for them to fulfil their obligations and shall ensure that they comply with the objectives laid down in this Agreement.
Article 75. Contact Points and Exchange of Information
1. In order to facilitate communication and ensure the effective implementation of this Agreement, the Parties shall each designate a contact point within the TPA Committee upon this Agreementâs entry into force. The designation of contact points shall be without prejudice to the specific designation of competent authorities under specific provisions of this Agreement.
2. At the request of either Party, the contact point of the other Party shall indicate the office or official responsible for any matter pertaining to the implementation of this Agreement and provide the support necessary to facilitate communication with the requesting Party.
3. At the request of either Party, and to the extent legally possible, each Party through its contact point shall provide information and reply promptly to any question from the other Party relating to an actual or proposed measure that might affect trade between the Parties.
Article 76. Transparency
1. The Parties shall ensure that any laws, regulations, procedures and administrative rulings of general application as well as any international commitments relating to any trade matter covered by this Agreement are promptly published or made publicly available.
2. Without prejudice to specific transparency provisions in this Agreement, the information referred to under this Article shall be considered to have been provided when the information has been communicated by appropriate notification to the WTO or when the information has been distributed on the official, public and fee-free website of the Party concerned.
Article 77. Confidentiality
Nothing in this Agreement shall require either Party to provide confidential information, the disclosure of which would impede law enforcement or otherwise be contrary to the public interest or that would prejudice legitimate commercial interests of particular enterprises, public or private, except where its disclosure is necessary in connection with a dispute settlement proceeding under Part III of this Agreement. Where such disclosure is considered necessary by a panel established under Article 52 hereof, the panel shall ensure that confidentiality is fully protected.
Article 78. Relationships with other Agreements
The Parties agree that nothing in this Agreement requires them to act in a manner inconsistent with their obligations in connection with the WTO.
Article 79. Further Negotiation on Services, Investment and Trade Related Rules
1. The Parties will cooperate to facilitate all the necessary measures leading to the conclusion as soon as possible of a free trade agreement between West Africa and the UK in the following:
(a) trade in services;
(b) electronic commerce;
(c) investments;
(d) competition;
(e) intellectual property.
2. The Parties will take all necessary measures to endeavour to conclude a free trade agreement between West Africa and the UK.
3. On these issues, as well as on any other issues the Parties may agree on, the Parties support the negotiations of the free trade agreement. They welcome a two-step approach starting first with formulating and implementing regional policies and building regional capacity, and in a second step, deepening the UK-West Africa trade provisions mutually agreed on concerning these issues.
4. This Article does not prejudge the position of the regional organisations on the above issues.
Article 80. Modalities for the Continuation of Negotiations
1. The Parties will continue negotiations according to the provisions of this Agreement.
2. When negotiations are complete, the resulting draft amendments shall be submitted for approval to the relevant domestic authorities.
Article 81. Dialogue on Finance Issues
The Parties agree to foster dialogue, transparency and to share best practices in the area of tax policy and administration.
Article 82. Collaboration In the Fight Against Illegal Financial Activities
The UK and Ghana are committed to prevent and fight against illegal, fraudulent and corrupt activities, money laundering and terrorist financing and shall take the necessary legislative and administrative measures to comply with international standards, including those laid down in the United Nations Convention against Corruption, the United Nations Convention against Transnational Organized Crime and its Protocols, the United Nations Convention for the Suppression of the Financing of Terrorism and the Financial Action Task Force Recommendations. The UK and Ghana agree to exchange information and cooperate in these areas.
Article 83. Ratification and Entry Into Force
1. This Agreement shall be ratified or approved by each Party in accordance with their respective constitutional rules and procedures.
2. Each of the Parties shall notify the other in writing, through diplomatic channels, of the completion of the procedures required by its law for the entry into force, or provisional application, of this Agreement.
3. This Agreement shall enter into force on the first day of the first month, or on such other date as the Parties may otherwise agree, following the date on which Ghana and the UK have notified each other of the completion of the procedures for this purpose.
4. Pending the entry into force of this Agreement, Ghana and the UK may agree to provisionally apply the Agreement, in whole or in part. Such provisional application shall take effect from the date of the later notification by which the Parties notify each other that they have completed their respective legal requirements and procedures for provisional application.
5. A Party may terminate the provisional application of this Agreement by giving written notice to the other Party. Such termination shall take effect on the first day of the first month following notification.
6. If, pending the entry into force of this Agreement, the Parties decide to apply it provisionally, all references to the date of entry into force shall be deemed to refer to the date such provisional application takes effect.
7. Notwithstanding paragraph 4 of this Article, Ghana and the UK may take measures to apply this Agreement, in whole or in part, before provisional application, to the extent feasible.
8. This Agreement shall be superseded by a free trade agreement concluded at the regional level between West Africa and the U K from the date of entry into force of that agreement. In this case, the Parties will endeavour to ensure that the free trade agreement at a regional level preserves most of the benefits obtained by Ghana through this Agreement.
Article 84. Termination
1. Either Party may give written notice to the other of its intention to terminate the Agreement.
2. Termination shall take effect six (6) months after notification to the other Party.
Article 85. Territorial Application
1. This Agreement shall apply:
(a) on the one hand, to the territory of the United Kingdom of Great Britain and Northern Ireland and the following territories for whose international relations the UK is responsible, to the extent that and under the conditions which the EU-Ghana Free Trade Agreement applied immediately before it ceased to apply to the UK:
i. Gibraltar; and