5  Authority's right to make comments on Reviewable B Items

5.1  Twenty (20) Business Days after receipt of a Reviewable B Item, the Authority shall:

(a)  provide any comments it may have in connection with the Reviewable B Item; or

(b)  confirm that it has "no comments" in connection with the Reviewable B Item.

5.2  Any failure by the Authority to respond and comment under paragraph 5.1 shall be deemed to constitute a "no comment" response in relation to such Reviewable B Item.  

5.3  Any comments by the Authority pursuant to paragraph 5.1 in respect of a Reviewable B Item are by way of comment and observation and the Service Provider shall not be obliged to give effect to any of the Authority's comments on the Reviewable B Items, provided that the Service Provider shall:

(a)  give all reasonable consideration to such comments and incorporate, at its own cost, any proposed minor amendments to the Reviewable B Item (or any part of it) as may be reasonable and appropriate in the circumstances; and

(b)  shall, if requested by the Authority in writing, state the grounds upon which the Service Provider does not accept the Authority's comments upon the Reviewable B Items, providing to the Authority reasonable evidence or other information to substantiate such grounds.  Following the provision of such evidence or other information either party (acting reasonably) may require a meeting with the other party at managerial level to discuss any outstanding areas of disagreement.

5.4  Where the Service Provider does not accept the Authority's comments upon any Reviewable B Item the Service Provider:

(a)  may in its discretion, either:

(i)  request the Authority to provide further written clarification of the basis for such comments; or

(ii)  provided the Service Provider has complied with paragraph 5.3(b) entirely at its own cost and risk proceed with any Reviewable B Item notwithstanding the Authority's comments.