Governing Law & Disputes

These Terms & Conditions, all legal disclaimers, and any disputes arising from your relationship with THE SABIL shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of law principles or provisions.

Kenya is selected as the primary governing jurisdiction for the following reasons:

• THE SABIL Global Ecosystem maintains its operational headquarters and primary administrative presence in Nairobi, Kenya
• Our founder is a resident of Kenya and conducts the majority of leadership activities from this jurisdiction
• Kenya's legal framework provides a well-established foundation for commercial, intellectual property, and dispute resolution matters
• The selection of a single governing law provides clarity and predictability for our international community

This choice of governing law does not deprive you of the protection of mandatory provisions of the law of your country of habitual residence that cannot be waived by contract.

Any legal action, suit, or proceeding arising out of or relating to your use of THE SABIL ecosystem shall be brought exclusively in the courts of competent jurisdiction in Nairobi, Kenya. You consent to the personal jurisdiction of such courts and waive any objection to venue or inconvenient forum.

For users residing in jurisdictions where our choice of forum is unenforceable, disputes may be resolved in the courts of competent jurisdiction in the user's country of residence, provided that the substantive law applicable to the dispute remains the law of Kenya as stated above.

Before initiating any formal legal proceeding, arbitration, or court action, both parties agree to attempt resolution through good-faith negotiation. The process shall be as follows:

• The aggrieved party shall send a written notice describing the dispute, the desired resolution, and supporting documentation to the other party
• The receiving party shall respond within thirty (30) days of receiving the notice
• Both parties shall designate representatives authorized to negotiate a resolution
• Negotiations shall continue for a minimum of sixty (60) days from the initial notice, unless both parties agree to a shorter period
• Negotiations may be conducted in person, by video conference, or through written correspondence

Neither party shall initiate formal proceedings during the negotiation period, except to seek injunctive relief for irreparable harm where delay would cause significant damage.

If good-faith negotiation does not resolve the dispute within sixty (60) days, either party may submit the dispute to binding arbitration administered by the Nairobi Centre for International Arbitration (NCIA) or such other independent arbitration body as the parties may mutually agree upon.

The arbitration shall be conducted under the following terms:

• The arbitration shall be conducted in the English language
• The seat of arbitration shall be Nairobi, Kenya
• The arbitration shall be conducted by a single arbitrator unless the complexity of the dispute warrants a panel of three, as determined by the arbitration body
• The arbitrator(s) shall be selected in accordance with the rules of the administering body
• The decision of the arbitrator(s) shall be final and binding on both parties
• Judgment on the arbitration award may be entered in any court of competent jurisdiction

The costs of arbitration, including arbitrator fees, administrative fees, and reasonable legal representation, shall be borne by the parties as determined by the arbitrator(s) in the final award.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY PROCEEDINGS — WHETHER IN ARBITRATION, COURT, OR OTHERWISE — SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

You expressly waive any right to participate in class actions, collective proceedings, private attorney general actions, or any other proceeding where someone acts in a representative capacity on behalf of others. If this class action waiver is found unenforceable in a particular proceeding, the entire arbitration agreement shall be void with respect to that proceeding.

This waiver does not prevent you from participating in regulatory complaints, governmental investigations, or proceedings brought by public authorities.

Any claim or cause of action arising from your use of THE SABIL ecosystem must be commenced within one (1) year from the date the claim accrues. After this period, such claims shall be permanently barred, regardless of any statute of limitations that might otherwise apply under the law of your jurisdiction.

This limitation period applies to all claims, including but not limited to: breach of contract, tort claims, statutory claims, and claims based on our legal disclaimers. The one-year period shall be tolled during any good-faith negotiation or arbitration proceeding initiated within the limitation period.

Given the international nature of our community, we acknowledge the following:

• Users from jurisdictions with mandatory consumer protection laws retain the rights afforded by those laws, regardless of our choice of governing law or forum
• The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to any transaction involving THE SABIL
• The Hague Convention on Choice of Court Agreements may apply where the user's jurisdiction is a signatory and the dispute falls within its scope
• We will comply with valid court orders, subpoenas, and legal process from jurisdictions where we maintain a legal presence or where enforcement is sought against assets in that jurisdiction

We endeavor to treat all community members fairly regardless of jurisdiction, and we do not design our legal framework to exploit jurisdictional advantages at the expense of legitimate claims.