Disputes Policy

How to read this document

VRL operates three distinct programs. Advisory, where VRL works directly with business operators. Connect, where VRL matches providers with seekers. Venture, where VRL holds equity in partner businesses.

Each program has a different dispute profile. The resolution process for each is different. Read the section that applies to your situation.

If you are not sure which section applies, contact hello@vrl.co.ke and describe the situation. We will direct you to the right process.

Part 1: Advisory Disputes

1.1 What counts as an Advisory dispute

An Advisory dispute is any disagreement between a client and VRL about the delivery, quality, scope, or outcome of a Launchpad, Turnaround, Scale, or Hotline engagement.

Common situations:

• A client believes VRL has not delivered what was agreed in the engagement agreement.
• A client believes VRL’s guarantee conditions have been met but VRL disagrees.
• VRL believes a client has not met their obligations under the engagement and wants to formally raise this.
• Either party wants to formally record a disagreement about scope or deliverables.

1.2 Before raising a dispute

Most disagreements in Advisory engagements are resolved through direct conversation. Before raising a formal dispute, we ask both parties to attempt the following:

1. The client raises the concern directly with their assigned VRL partner in writing.
2. The VRL partner responds within 5 business days with their assessment.
3. If the response does not resolve the concern, the client escalates to Paul Oduor directly at paul@vrl.co.ke.
4. Paul will review and respond within 7 business days.

If that process does not resolve the issue, a formal dispute can be raised.

1.3 Raising a formal Advisory dispute

To raise a formal dispute, send a written notice to disputes@vrl.co.ke with the subject line “Advisory Dispute” followed by your business name.

Your notice must include:

• Your name and business name.
• The program you are enrolled in and the engagement start date.
• A clear description of what you believe has gone wrong.
• The specific outcome or remedy you are seeking.
• Any supporting documentation (engagement agreement, correspondence, deliverable records).

VRL will acknowledge your dispute within 3 business days.

1.4 How VRL assesses an Advisory dispute

VRL will review the engagement record, including the signed agreement, all session notes, deliverable logs, communication history, and the baseline metrics established at the start of the engagement.

The assessment is conducted by Paul Oduor or a designated senior partner who was not the primary partner on the engagement.

VRL will issue a written response within 21 business days of receiving the formal dispute notice. The response will state VRL’s position and, where applicable, the proposed remedy.

1.5 Possible outcomes

Depending on the assessment, the outcome may be one of the following:

• VRL confirms the dispute is valid and proposes a remedy. Remedies may include: additional work delivered at no charge, or an extension of the engagement. Where a cash refund is sought, this is assessed separately under the Refund Policy and its conditions apply.
• VRL determines the dispute conditions are not met and provides a written explanation.
• Both parties agree to an alternative resolution not listed above.

If the client disagrees with VRL’s written response, they may escalate to formal mediation under Kenyan law. VRL will participate in good faith in any such process.

1.6 What does not qualify as an Advisory dispute

• Dissatisfaction with business results where the client did not follow VRL’s recommendations.
• Disagreement with VRL’s diagnosis or recommendations where the client chose not to implement them.
• Business outcomes affected by external factors outside VRL’s control, including market shifts, regulatory changes, or force majeure events.
• Requests for refunds that do not meet the conditions set out in the Refund Policy.

These situations are addressed through the Refund Policy, not the disputes process.

Part 2: VRL Connect Disputes

2.1 The nature of Connect disputes

VRL Connect is a matching intermediary. When a match is made, the contract for services is between the provider and the seeker. VRL is not a party to that contract.

This means Connect disputes fall into two distinct categories.

Category A: Disputes between a seeker and VRL about the quality of the match, VRL’s conduct, or VRL’s failure to meet its matching obligations.

Category B: Disputes between a seeker and a provider about the service itself. Quality, completion, payment, professional conduct.

VRL’s role and obligations are different in each category.

2.2 Category A: Seeker vs. VRL

If you believe VRL failed in its matching obligations, including sending an unvetted provider, making a materially inaccurate match, or failing to respond to a reported concern within the stated timeframes, you can raise a formal dispute with VRL.

To raise a Category A dispute:

Send a written notice to disputes@vrl.co.ke with the subject line “Connect Dispute — Category A” followed by your name and the service category.

Include: your name, the date of the match, the provider’s name, a description of what VRL did or failed to do, and what resolution you are seeking.

VRL will acknowledge within 2 business days and respond with a full assessment within 14 business days.

Possible remedies: re-matching at no charge, correction of VRL’s internal records, or a formal acknowledgment of the failure.

VRL cannot provide financial compensation for a third-party provider’s failure to deliver services. That is a Category B matter.

2.3 Category B: Seeker vs. Provider

If your dispute is with the provider about the service itself, VRL’s role is limited but real.

What VRL will do:

VRL will investigate every reported provider failure. If the investigation confirms that a provider misrepresented their credentials, delivered below their claimed standard, behaved unprofessionally, or violated any VRL Connect policy, VRL will take one or more of the following actions:

• Issue the provider with a formal warning.
• Suspend the provider from the network pending investigation.
• Remove the provider from the network permanently.

VRL will also offer to re-match the seeker with a different provider at no charge if the original match has failed.

What VRL cannot do:

VRL is not a party to the contract between a provider and a seeker. VRL cannot order a provider to refund you, compel them to complete work, or represent you in a legal claim against them.

What seekers can do:

• Pursue the provider directly for a refund or completion of work.
• File a complaint with the relevant professional body if the provider is a regulated professional (KMPDC, LSK, ICPAK, KVSB, etc.).
• File a report with the Directorate of Criminal Investigations if fraud is involved.
• Pursue a claim through the Small Claims Court for disputes under KES 1,000,000.

VRL will provide written documentation of the match, the provider’s credentials as submitted at vetting, and any communications that passed through VRL’s system to support any of the above. Request this at disputes@vrl.co.ke.

2.4 Provider disputes with VRL Connect

If you are a provider and you believe VRL has acted unfairly toward you, including suspension, removal, or a commission dispute, you can raise a formal dispute.

Send a written notice to disputes@vrl.co.ke with the subject line “Connect Dispute — Provider” followed by your name and brand category.

Include: your name, the specific action you are disputing, and the outcome you are seeking.

VRL will acknowledge within 3 business days and respond within 14 business days.

Providers suspended pending investigation will be notified of the reason for suspension. The investigation will be completed within 14 business days. If the investigation finds no breach, the suspension is lifted immediately.

2.5 How to report a Connect issue

Email: disputes@vrl.co.ke

Subject line format:

• Seeker vs. VRL: “Connect Dispute — Category A — [Your Name]”
• Seeker vs. Provider: “Connect Dispute — Category B — [Your Name]”
• Provider vs. VRL: “Connect Dispute — Provider — [Your Name]”

Include: Your name, the relevant brand (e.g. VRL Doc, VRL Tidy), the date of the match or incident, a clear description of what happened, and any supporting documentation such as screenshots, M-Pesa receipts, and WhatsApp records.

Response times: acknowledgment within 2 business days. Full response within 14 business days.

Part 3: VRL Venture Disputes

3.1 The nature of Venture disputes

VRL Venture engagements are governed by a signed Investment Agreement negotiated individually with each partner business. That agreement is the primary document for resolving any Venture dispute.

This section sets out VRL’s general approach to Venture disputes where the Investment Agreement does not provide a specific mechanism.

3.2 What counts as a Venture dispute

A Venture dispute is any formal disagreement between VRL and a partner business about the terms, conduct, or outcomes of the equity partnership. This includes disagreements about:

• Decision rights and governance.
• Financial reporting obligations.
• Dividend or distribution decisions.
• Exit terms or valuation methodology.
• Allegations of misrepresentation by either party.

3.3 First step: direct resolution

All Venture disputes must first be attempted through direct negotiation between the business owner and Paul Oduor. Both parties commit to at least two good-faith negotiation sessions before escalating further.

This is not a formality. Most Venture disagreements are resolvable at this level when both parties engage honestly.

3.4 Escalation: mediation

If direct negotiation does not resolve the dispute within 30 days, either party may request formal mediation through a mutually agreed mediator in Kenya.

VRL’s default preference is mediation through the Nairobi Centre for International Arbitration (NCIA) or another accredited body agreed upon at the time of the Investment Agreement.

The cost of mediation is shared equally between the parties unless the mediator determines otherwise.

3.5 Escalation: arbitration or litigation

If mediation fails, the dispute is resolved through binding arbitration or through the Kenyan courts, as specified in the relevant Investment Agreement.

All Venture disputes are governed by the laws of Kenya.

3.6 Confidentiality

All Venture dispute proceedings, including negotiation, mediation, and arbitration, are confidential. Neither party may disclose the existence or content of any dispute proceeding to third parties without the other party’s written consent, except as required by law.

Part 4: General Principles

4.1 Good faith obligation

All parties are expected to engage in any dispute process in good faith. This means providing accurate information, responding within stated timeframes, and genuinely seeking resolution rather than using the process to delay or obstruct.

VRL commits to the same standard on its side.

4.2 No retaliation

VRL will not retaliate against any client, provider, seeker, or Venture partner for raising a legitimate dispute. Raising a dispute in good faith will not affect your standing with VRL or your access to any VRL program.

4.3 False or bad faith claims

Disputes raised with false information, or disputes that are clearly designed to manipulate VRL’s processes rather than resolve a genuine concern, will be closed without further action. Repeated bad faith claims may result in suspension or removal from the relevant VRL program.

4.4 Timeframes

VRL commits to the following response timeframes across all dispute types:

• Acknowledgment of any formal dispute notice: 2 to 3 business days depending on the program.
• Full written response: 14 to 21 business days depending on the program.
• Investigation of provider complaints (Connect): 14 business days.
• Venture direct negotiation period: 30 days before escalation is permitted.

4.5 Governing law

All disputes are governed by the laws of Kenya. Where formal escalation is required, the default forum is the Kenyan courts unless an alternative is specified in a signed agreement.

Contact

For all dispute-related correspondence:

Email: disputes@vrl.co.ke

Address: Pinetree Plaza, Kilimani, Nairobi, Kenya

Phone: +254 114 837 663

Website: vrl.co.ke

For general enquiries not related to a formal dispute: hello@vrl.co.ke

This Disputes Policy is effective as of 1 May 2026. VIRIOL Limited. Registered in Kenya.