Felcorp Support
This policy sets out the Internal Dispute Resolution (IDR) process that applies to all disputes arising between Felcorp Support and its Clients in connection with the provision of services under a Service Agreement.
The IDR process is designed to resolve disputes efficiently, fairly, and at proportionate cost before any external legal action is pursued. The process is bilateral and affords equal procedural rights to both parties.
This policy applies to all disputes relating to:
Where the Service Agreement includes a Dispute Resolution Schedule (Schedule 80), that Schedule governs the procedural steps. If no Dispute Resolution Schedule is attached, this IDR Policy applies directly. In either case, the principles, cost-sharing framework, and enforcement provisions in this policy apply.
Complainant - The party initiating the grievance or IDR process (may be either Felcorp or the Client).
Respondent - The party against whom the grievance or dispute is raised.
Nominated Representative - The individual appointed by the Respondent to conduct the internal grievance review. Must be a person of appropriate seniority (manager level or above) who has had no direct involvement in the subject matter of the grievance and has no personal or financial interest in the outcome.
Independent Reviewer - The impartial third party jointly selected (or appointed under the deadlock mechanism) to oversee the IDR process.
Resolution Agreement - The written agreement signed by both parties following a successful IDR, setting out the agreed terms, corrective measures, and implementation timelines.
Governing Jurisdiction - The jurisdiction specified in the Engagement Letter or the applicable Jurisdictional Addendum to the Service Agreement.
Before the IDR process is triggered, both parties must first attempt resolution through the grievance process below.
The Complainant must submit the grievance in writing via email to either:
The submission must include a description of the issue, the impact on the Complainant, and the outcome sought.
The Respondent must acknowledge receipt of the grievance within 2 business days.
The Respondent must appoint a Nominated Representative within 3 business days of receipt. The Nominated Representative:
If the Complainant raises a reasonable objection to the independence of the Nominated Representative, the Respondent must appoint an alternative within 2 business days.
The Nominated Representative must conduct the internal review and deliver a written outcome within 10 business days of appointment. The written outcome must include:
If the Complainant is not satisfied with the grievance outcome, or if the Respondent fails to deliver the written outcome within the 10 business day deadline, the Complainant may escalate to the IDR process by providing written notice within 5 business days of receiving the outcome (or of the deadline expiring).
The IDR process may be triggered when:
To commence IDR, the Complainant must submit:
Claims must be supported by documentary evidence. The Independent Reviewer will assess the sufficiency of evidence on the balance of probabilities standard (i.e., whether it is more likely than not that the facts occurred as alleged).
The Independent Reviewer may:
Both parties have equal rights to submit evidence, respond to the other party's submissions, and make representations to the Independent Reviewer.
Both parties must jointly select an Independent Reviewer within 5 business days of the IDR escalation notice. The Independent Reviewer must be impartial and must not have any existing relationship with either party.
If the parties cannot agree on an Independent Reviewer within 5 business days, the following fallback applies:
The appointing body's decision on mediator selection is final and binding on both parties. The cost of the appointment application is shared equally.
IDR costs include the Independent Reviewer's fees, venue costs (if any), and appointment body fees (if applicable). They do not include each party's own legal or advisory costs, which each party bears independently.
Felcorp's contribution: Felcorp Support will contribute up to 50% of the total IDR costs, capped at the equivalent of USD $2,000 (or the local currency equivalent at the prevailing exchange rate on the date of the IDR escalation notice).
Client's contribution: The Client is responsible for the remaining IDR costs not covered by Felcorp's contribution.
Costs exceeding the cap: Where total IDR costs exceed double the cap (i.e., exceed USD $4,000 equivalent), any excess is shared equally (50/50) between the parties unless the Independent Reviewer directs otherwise in their resolution recommendation.
Abandoned process: If IDR is commenced but abandoned before a resolution or final determination:
Cost orders: The Independent Reviewer may recommend (but not order) that a party bear a greater share of costs where that party has acted unreasonably, failed to engage in good faith, or made vexatious claims. Any such recommendation forms part of the Resolution Agreement or final written determination.
Both parties have equal procedural rights throughout the IDR process, including the right to submit evidence, respond to the other party's submissions, attend any meeting or conference, and make closing representations.
Where a dispute involves ongoing or imminent harm (including but not limited to data breach, service suspension, security incidents, or financial loss), either party may:
Interim recommendations by the Independent Reviewer are not legally binding but both parties agree to comply with them in good faith pending the final resolution.
Resolved: Where the parties reach agreement, a Resolution Agreement must be signed by authorised representatives of both parties. The Resolution Agreement must include:
Unresolved: If IDR does not achieve a resolution, the Independent Reviewer must issue a final written determination within 5 business days of the IDR conclusion, setting out findings of fact and a non-binding recommendation. Either party may then pursue external legal remedies, subject to the post-IDR requirements below.
A Resolution Agreement, once signed, is binding on both parties and forms part of the Service Agreement by reference.
Breach of a Resolution Agreement:
This policy applies equally to both Felcorp and the Client. All references to "Complainant" and "Respondent" are role-neutral and apply regardless of which party initiates the process. Both parties have equal rights to:
Before commencing legal proceedings following an unsuccessful IDR, the party intending to litigate must:
These requirements do not apply where a party is seeking urgent injunctive or interlocutory relief.
Unless the Service Agreement has been terminated in accordance with its terms, both parties must continue to perform their obligations under the Agreement during any dispute resolution process. This includes continued service delivery by Felcorp and continued payment by the Client.
All communications, submissions, evidence, mediator correspondence, and proceedings arising from or in connection with any dispute resolution process under this policy are strictly confidential.
Neither party may disclose any IDR materials to any third party except:
The existence and terms of any Resolution Agreement are confidential. However, either party may disclose the fact that a dispute was resolved (without disclosing the terms) where required for regulatory, compliance, or reporting purposes.
IDR submissions, without-prejudice communications, and the Independent Reviewer's recommendations are not admissible in any subsequent legal proceedings, except to the extent that:
Resolution Agreements are admissible to the extent necessary to enforce their terms.
Both parties must retain all IDR records (including grievance submissions, IDR submissions, evidence, correspondence, mediator communications, and Resolution Agreements) for a minimum of 7 years from the date of the final resolution or determination.
Records must be stored securely and in accordance with the applicable data protection requirements of the governing jurisdiction.
The governing law and jurisdiction for any dispute under this policy is determined by the Engagement Letter or the applicable Jurisdictional Addendum to the Service Agreement.
Where no governing law is specified:
Any legal proceedings following unsuccessful IDR must be commenced in the courts of the governing jurisdiction, unless both parties agree in writing to an alternative forum.
Nothing in this policy requires either party to submit to binding arbitration unless separately agreed in writing.
Nothing in this policy:
This policy is reviewed annually by Felcorp Senior Management. The version published at felcorp.com/legal/internal-dispute-resolution is the current effective version. Material changes to this policy will be notified to Clients with active Service Agreements at least 30 days before taking effect.
