Escalation & Arbitration Addendum

1. Purpose

This Addendum establishes the structured process for:

• Escalation of unresolved disputes
• Administrative review
• Formal arbitration
• Limitation of litigation

The objective is to provide a predictable and neutral dispute resolution framework for all parties using ArosaPay.

2. Scope

This Addendum applies to:

• Buyer vs Merchant disputes processed through ArosaPay
• User vs ArosaPay claims
• Merchant vs ArosaPay disputes
• Contractual or tort claims related to platform use

It does not limit statutory rights where non-waivable by law.

3. Internal Escalation Process

Before arbitration or court action, parties must complete internal escalation. This is a mandatory first step.

Step 1: Initial Dispute

Filed through platform dispute system.

Step 2: Administrative Review

If dissatisfied with the initial decision:

• Written escalation request must be submitted within 7 days
• A separate reviewer will reassess evidence
• Administrative review decisions are issued within 14 business days

No arbitration may begin until this step is completed.

4. Informal Resolution Window

Before initiating arbitration:

• The complaining party must provide written notice
• Parties must attempt informal resolution for 30 days

Notice must include:

• Transaction ID
• Description of claim
• Proposed resolution

Failure to complete the informal resolution step may result in dismissal of the arbitration filing.

5. Arbitration Agreement

Except where prohibited by law:

All disputes shall be resolved through binding arbitration rather than court proceedings.

This includes:

• Contract claims
• Tort claims
• Consumer protection claims
• Statutory claims

Arbitration shall be:

• Confidential
• Conducted by a neutral arbitrator
• Administered by a recognized arbitration body

Unless otherwise required by law.

6. Arbitration Rules

Unless local law requires otherwise:

• Arbitration shall follow simplified commercial rules
• Proceedings may occur virtually
• Documentary evidence may be submitted electronically
• Arbitrator's decision shall be final and binding

The arbitrator may award:

• Direct damages only
• Costs as permitted under applicable law

The arbitrator may not award:

• Punitive damages
• Consequential damages
• Class-wide relief

Unless required by mandatory law.

7. Class Action Waiver

To the maximum extent permitted by law:

• Claims must be brought individually

Users waive the right to:

• Participate in class actions
• Join collective proceedings
• Bring representative claims

If this waiver is deemed unenforceable, the arbitration clause remains in effect.

8. Small Claims Exception

Claims within statutory small claims court limits may be filed in small claims court, provided:

• The claim is brought individually
• It does not involve injunctive or declaratory relief beyond monetary recovery

9. Governing Law & Venue

Arbitration shall be governed by the laws of the Republic of Kenya.

The seat of arbitration shall be Nairobi, Kenya.

Where mandatory consumer law requires a different venue, applicable law shall prevail.

10. Emergency Relief

Nothing in this Addendum prevents ArosaPay from seeking:

• Injunctive relief
• Fraud prevention orders
• Asset preservation orders
• Regulatory compliance enforcement

In competent courts where necessary.

11. Cost Allocation

Unless otherwise required by law:

• Each party bears its own legal costs
• Arbitration administrative fees may be split evenly

If claim is deemed frivolous:

Arbitrator may allocate full costs to the filing party.

12. Limitation Period

Claims must be initiated within:

12 months of the event giving rise to the claim.

Failure to file within this period bars the claim.

This limitation does not apply where prohibited by law.

13. Survival

This Addendum survives:

• Account termination
• Platform suspension
• Transaction closure

14. Severability

If any portion of this Addendum is deemed unenforceable:

• Remaining provisions remain in effect
• Arbitration clause remains enforceable unless legally prohibited

15. Regulatory Rights Preserved

Nothing in this Addendum:

• Limits statutory consumer rights
• Limits regulatory complaint rights
• Prevents lawful reporting to financial authorities

Users retain all non-waivable rights.