Procedures for resolving service, billing, and contractual disputes between Clients and BayaniChain

BayaniChain Tech Inc.
Email: legal@bayanichain.io | Website: www.lumenblock.io

1. Purpose and Scope

This Dispute Resolution Policy ("Policy") establishes a structured process for resolving disagreements between BayaniChain Corporation ("BayaniChain") and Clients that arise in connection with the Lumen Blockchain-as-a-Service platform ("Lumen"). BayaniChain is committed to resolving disputes efficiently, fairly, and with minimal disruption to the Client's operations.

This Policy applies to disputes relating to:

• Billing and invoice accuracy.

• Service level and uptime commitments.

• Platform functionality and technical performance.

• Data handling and privacy practices.

• Contractual obligations under the Service Agreement.

• Refund and credit eligibility under the Return and Refund Policy.

Disputes involving alleged violations of law or criminal conduct are excluded from this Policy and shall be referred directly to appropriate legal authorities.

2. Guiding Principles

BayaniChain approaches dispute resolution with the following principles:

• Good Faith: Both parties are expected to engage in all dispute resolution stages in good faith, with a genuine intent to reach a fair resolution.

• Confidentiality: All communications and proceedings conducted under this Policy are confidential and shall not be disclosed to third parties except as required by law.

• Timeliness: BayaniChain commits to defined response timelines at each stage and expects Clients to adhere to the same standards.

• Non-Escalation: Internal resolution is preferred before resorting to formal legal proceedings.

3. Stage 1 — Informal Resolution

3.1 Initiation

Before initiating formal proceedings, the Client must attempt to resolve the dispute through direct communication with BayaniChain's account management or support team. The Client should:

• Submit a written description of the dispute to lumen.support@bayanichain.io 

• Include the account name, a description of the issue, the relevant invoice number or date (for billing disputes), and the resolution being sought.

3.2 BayaniChain Response

BayaniChain will acknowledge the complaint within two (2) business days and provide a substantive response within ten (10) business days of receipt. The response will include BayaniChain's assessment of the issue and any proposed resolution.

3.3 Resolution or Escalation

If the parties reach a mutually acceptable resolution at this stage, BayaniChain will confirm the outcome in writing and take appropriate action (e.g., issuing a credit, correcting a billing error, or adjusting service configurations). If the issue is not resolved within fifteen (15) business days of initial submission, either party may proceed to Stage 2.

4. Stage 2 — Escalated Internal Review

4.1 Escalation Request

If Stage 1 does not produce a satisfactory resolution, the Client may formally escalate the dispute by submitting a written escalation request to legal@bayanichain.io. The escalation request should:

• Reference the original Stage 1 complaint and BayaniChain's response.

• Clearly articulate the basis for disagreement with BayaniChain's Stage 1 response.

• Specify the resolution sought, including any quantified claim for credits, refunds, or remediation.

4.2 Review Panel

Upon receipt of an escalation request, BayaniChain will convene a review panel comprising the Head of Client Services, the Finance or Legal representative (as appropriate to the nature of the dispute), and, where relevant, the Chief Operations Officer. The panel will review all submitted materials and relevant Platform records.

4.3 Timeline

The review panel will issue a written determination within fifteen (15) business days of receiving the escalation request. The determination will set out BayaniChain's final internal position and any proposed resolution.

4.4 Service Continuity
▶ Amendment Note (v1.1): Section amended to require payment of all invoiced amounts — including amounts under dispute — while a Stage 2 review is pending. The prior version required payment of undisputed amounts only. This change ensures service continuity is conditional on full payment compliance rather than partial, and reflects the principle that disputes over billing do not constitute grounds to withhold payment.

While a dispute is under review at Stage 2, BayaniChain will not suspend or terminate the Client's Platform access solely on account of the disputed matter, provided the Client complies with its payment obligations as follows:

• The Client must continue to pay all invoiced amounts in full — including amounts that are the subject of the dispute — by their respective due dates while the review is pending.

• Payment of a disputed amount does not constitute an admission by the Client that the amount is validly owed, and does not waive the Client's right to pursue recovery of any overpayment through the resolution process.

• Where a dispute is ultimately resolved in the Client's favor, BayaniChain will issue a credit or refund for any amounts confirmed as overpaid, in accordance with the Return and Refund Policy.

If the Client withholds payment of any invoiced amount — including disputed amounts — during the Stage 2 review period, BayaniChain reserves the right to treat such non-payment as a separate payment default under the Terms and Conditions, independent of the underlying dispute, and to exercise its remedies accordingly.

5. Stage 3 — Mediation

5.1 Referral to Mediation

If a dispute is not resolved through Stage 2 within thirty (30) calendar days of escalation (or such extended period as mutually agreed), either party may refer the dispute to non-binding mediation before commencing arbitration or litigation.

5.2 Mediation Process

Mediation shall be conducted in accordance with the rules of the Philippine Mediation Center Office (PMCO) under the Alternative Dispute Resolution Act of 2004 (Republic Act No. 9285). The parties shall jointly select a mediator from the PMCO's accredited panel within ten (10) business days of the referral. If the parties cannot agree on a mediator, the PMCO shall appoint one.

5.3 Costs

The costs of mediation, including mediator fees and venue costs, shall be shared equally between the parties unless the mediator determines otherwise. Each party bears its own legal costs at this stage.

5.4 Outcome

Mediation is non-binding. If mediation results in a settlement, the parties shall execute a written settlement agreement. If mediation is unsuccessful, either party may proceed to Stage 4.

6. Stage 4 — Arbitration

6.1 Binding Arbitration

Disputes that remain unresolved after mediation shall be finally settled by binding arbitration under the Philippine Dispute Resolution Center, Inc. (PDRCI) Rules, or as otherwise agreed in writing between the parties. Arbitration proceedings shall be conducted in the English language and seated in Taguig City, Metro Manila, Philippines.

6.2 Number of Arbitrators

The arbitration shall be conducted by a sole arbitrator, unless the value of the dispute exceeds PHP 10,000,000, in which case it shall be conducted by a panel of three (3) arbitrators. Each party shall appoint one arbitrator, and the two party-appointed arbitrators shall jointly appoint the presiding arbitrator.

6.3 Costs and Award

The arbitrator shall have authority to award the prevailing party its reasonable legal costs and arbitration expenses at their discretion. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

6.4 Injunctive Relief

Nothing in this Policy prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm, including unauthorized access to confidential data or intellectual property infringement.

7. Governing Law

This Policy and all dispute resolution proceedings hereunder are governed by the laws of the Republic of the Philippines, including Republic Act No. 9285 (Alternative Dispute Resolution Act of 2004) and the applicable rules of the PDRCI or PMCO.

8. Government Clients

For Clients that are national government agencies, local government units, or government-owned and controlled corporations (GOCCs) of the Philippines, dispute resolution shall additionally be governed by applicable government procurement rules under Republic Act No. 9184 (Government Procurement Reform Act) and its Implementing Rules and Regulations. Where conflicts exist between this Policy and procurement law, procurement law shall prevail.

BayaniChain acknowledges that government clients may have additional internal administrative review procedures that must be exhausted before referral to external mediation or arbitration, and agrees to cooperate with such procedures.

9. Limitation Period

No dispute may be submitted under this Policy more than two (2) years after the date on which the aggrieved party became aware, or reasonably should have become aware, of the circumstances giving rise to the dispute.

10. Confidentiality of Proceedings

All information disclosed, all submissions made, and all determinations issued in the course of any stage of this Policy are strictly confidential. Neither party shall disclose the existence, content, or outcome of any dispute resolution proceeding to any third party without the prior written consent of the other party, except as required by applicable law or order of a competent court.

11. Waiver

Failure by either party to initiate dispute resolution within the applicable timeframes set out in this Policy constitutes a waiver of the right to raise that particular dispute under this Policy. Such waiver does not, however, affect the parties' rights under applicable law.

12. Amendments

BayaniChain reserves the right to update this Policy. Material changes will be communicated to Clients at least thirty (30) days prior to the effective date. Disputes arising from events prior to the effective date of any amendment shall be resolved under the version of this Policy in effect at the time of the triggering event.

13. Contact for Dispute Submissions

All formal dispute submissions under this Policy must be directed in writing to:

Legal and Compliance Team

BayaniChain Tech Inc. 

Email: legal@bayanichain.io

Enderun Design & Innovation Campus, 2nd Floor, Estancia Mall South Wing, Meralco Avenue, Brgy Oranbo, Ortigas Center, Pasig  City, 1605 Philippines

Please mark the subject line: "Lumen Dispute Submission — [Account Name] — [Date]"