onTerms Arbitration Rules

onterms-arb-rules:1.0

Status: v1.0 DRAFT FOR COUNSEL REVIEW. Not yet adopted. Not legal advice. These Rules are an immutable, content-addressed onTerms artefact, pinned by version and content hash in the Order. They are engineered to make onTerms' AI-assisted, human-confirmed arbitration a real arbitration capable of recognition and enforcement under the New York Convention and the Arbitration Act 1996 (as amended by the Arbitration Act 2025), but they are novel and have not been tested in court. They must be reviewed and adopted by qualified England and Wales arbitration counsel (an arbitration KC) and by the independent appointing institution before any binding use. Every party relying on these Rules must validate them with an arbitration KC before binding use. Where a statutory section inserted by the Arbitration Act 2025 is cited (notably s.6A, s.23A, s.39A, s.41A), the cite must be confirmed against the commenced text by counsel rather than relied on as written here.

These Rules are drafted against, and adopt the discipline of, the SVAMC Guidelines on the Use of AI in Arbitration (2024), the IBA Guidelines on Conflicts of Interest in International Arbitration (2024), and the CIArb practice on disclosure and party consent. They are referenced by dispute-resolution.md Tier 2B and operationalised by spec/verifier.md Section V6.

Article 1 - Scope, status, and the B2B-only gate

1.1 What these Rules govern. These Rules govern a binding arbitration commenced under Tier 2B of the onTerms Dispute Resolution Module, where the parties have elected dispute_resolution.binding_ai_arbitration.enabled = true at the only available binding altitude, altitude = ai_assisted_with_human_confirmer. There is no fully autonomous binding altitude under these Rules; a human arbitrator (the "Confirmer") decides and signs every award.

1.2 What onTerms is, and is not (standing LSA-facing statement). onTerms is a neutral dispute-administration platform and arbitral-rules body. It is not a law firm. It does not provide legal advice or representation to any party, and it does not conduct litigation on any party's behalf. The administration of an arbitration under these Rules, and the AI-assisted assembly and drafting that supports the tribunal, are not the provision of legal advice to any party. Enforcement of any award (Arbitration Act 1996 s.66), recognition and enforcement abroad (New York Convention; s.101), and any application to the court under s.67 or s.68 are for the parties and their own legal advisers. onTerms hard-stops at delivery of the signed award together with the integrity bundle (Article 11.4); it does not issue an arbitration claim form, does not file at court, and is never named on the court record as agent for a party. The reserved legal activities are defined in the Legal Services Act 2007 s.12 and Schedule 2 and do not include acting as an arbitral institution or arbitrator; conduct of litigation as agent for a party (Schedule 2 paragraph 4) is the perimeter onTerms does not cross.

1.3 B2B-only (a hard contractual boundary, not a preference). These Rules apply only between businesses. Each party's business status must be a registry-verified, checked fact (verifier.md Section V2), not a self-asserted boolean. The gate is re-run at dispute initiation and is not relied upon only at enrolment, because a party's status can change between formation and dispute. For a sole trader or single-member entity the gate is supplemented by a purpose-of-contract warranty, because registry verification proves registration and not transaction purpose. A pre-dispute binding arbitration clause against a consumer is presumptively unfair under the Consumer Rights Act 2015 and outside scope; see Article 16 (consumer-scope voidness fallback). These Rules are not, and must not be applied to, consumer disputes, and admitting a consumer dispute would collapse the UCTA-only enforceability basis on which they rest.

1.4 Definitions. In these Rules:

Order means the signed onTerms Order that incorporates these Rules by reference and on its face, together with the separate arbitration-clause acknowledgement under Article 2.2.
Dispute Record / case file means the structured, content-addressed dispute-case-file.schema.json instance carried up from the lower tiers, comprising claims, evidence, lower-tier outcomes, procedural history and integrity proofs.
Confirmer means the qualified human arbitrator constituting the tribunal under Article 4.
Appointing Authority means the independent institution that selects and appoints the Confirmer under Article 4.3 (default: the Chartered Institute of Arbitrators (CIArb)).
AI system means any model, ensemble or tool used to assist the tribunal under Articles 5 and 6.
the 1996 Act means the Arbitration Act 1996 as amended by the Arbitration Act 2025.
the Module means the onTerms Dispute Resolution Module (dispute-resolution.md).
the Verifier means the conformance checks in spec/verifier.md Section V6.
onTerms means the standard steward and platform operator, a legal person distinct from the structurally separated tribunal body and from the Appointing Authority (Article 4.4).

Article 2 - The arbitration agreement, incorporation, separability, seat, and governing law

2.1 Existence in writing (s.5, s.6). The arbitration agreement is the agreement to these Rules contained in the onTerms standard and incorporated by reference into the signed Order. Incorporation by reference satisfies the writing requirement of the 1996 Act ss.5 to 6. Because these Rules are pinned in the Order by version (onterms-arb-rules:1.0) and by SHA-256 content hash with a live retrievable URL, the exact terms agreed are re-hashable and the written content is provable to the byte.

2.2 On-face statement and separate specific acknowledgement. Recognising that English law treats general incorporation of an arbitration clause more strictly than incorporation of ordinary commercial terms, two requirements convert incorporation-by-reference into express and separate agreement:

(a) Every Order that elects binding AI arbitration surfaces, on its face and above the signature line, the statement: "Disputes are resolved by binding arbitration seated in England and Wales under onterms-arb-rules:1.0," with a live link and the legible dispute Elections.
(b) Binding AI arbitration requires a separate, specific, signed acknowledgement at formation: a distinct onSign assertion over the arbitration-clause text itself (not merely over the order hash), recording that the party agrees to resolve disputes by binding arbitration and to the AI-assisted procedure of Articles 5 and 6.

The combined effect is that consent to arbitrate, and consent to the AI-assisted procedure, is express and separately given rather than inferred. (KC: confirm the on-face statement plus separate acknowledgement wording binds both parties to the specific arbitration clause under ss.5 to 6 and New York Convention Art. II.)

2.3 Separable nature (s.7). The arbitration agreement is separable. It is a distinct agreement from the Order in which it is incorporated, it survives termination, repudiation or invalidity of the Order, and an allegation that the Order is void does not of itself render the arbitration agreement void. Because the arbitration agreement is separable, agreeing to binding AI arbitration is a distinct waiver of court access and is treated as a threshold-triggering act in its own right (Article 3.5 and the Module mandate-altitude check at verifier.md Section V4.4), not as a mere commercial term subordinate to the commercial value of the Order.

2.4 Seat (pack-bound, coherence-enforced). The seat is inherited from the Order's indivisible governing_law_pack and may not be set inconsistently with the pack. For the EW pack the seat is England and Wales (recorded as London in the seat enum). The Verifier rejects any incoherent seat / law / rules triad at intake (Section V3): dispute_clause.arbitration_agreement.seat, .rules and .framework must exactly equal the pack bundle, and where binding_ai_arbitration.enabled = true the Verifier requires mode = arbitration, rules = onterms-arb-rules:1.0, framework = arbitration_act_1996_2025 and seat = the pack seat. A coherent Tier-2B election is therefore inexpressible on a non-conforming triad.

2.5 Governing law of the arbitration agreement (s.6A). Absent an express choice of the law governing the arbitration agreement, the arbitration agreement is governed by the law of the seat (1996 Act s.6A, as inserted by the 2025 Act, reversing the Enka v Chubb default). For the EW pack an England and Wales seat therefore reliably yields an England and Wales-governed arbitration agreement. (KC: confirm s.6A text and commencement against the commenced statute.)

2.6 Rules pinned by content hash; the pinned version governs. The Order pins onterms-arb-rules:1.0 by content hash. That pinned version governs the arbitration for its whole life; a later version of these Rules never applies to a pinned dispute. Amendments mint a new version under the protocol governance (Article 17).

2.7 Language. The language of the arbitration is the Order's elected arbitration language; the default is English.

Article 3 - The tiered ladder, condition precedent, and the standing free escape hatch

3.1 The ladder. Dispute resolution proceeds through the onTerms ladder: Tier 0 (self-executing remedies, no adjudicator, not an award), Tier 1 (agent-to-agent settlement within a signed mandate envelope), Tier 2A (agentic mediation, non-binding), Tier 2B (this binding arbitration), and Tier 3 (human or legacy ADR, or the courts). A dispute climbs one rung at a time. Tier 0 and the un-electable carve-outs in Article 8 operate in parallel at all times.

3.2 Condition precedent (Scott v Avery sequencing). Reference to a higher tier is a condition precedent to the next. The parties agree, as a Scott v Avery condition precedent, that no party will commence court proceedings in respect of a dispute within scope before the agreed lower tiers have been attempted or have lapsed, and that a Tier-2B arbitral award (or a Tier-3 outcome) is a condition precedent to any cause of action on the underlying dispute. This sequences court access; it does not remove it. A party that commences court proceedings in breach of the sequencing may be met with a stay under s.9 of the 1996 Act.

3.3 Court access is sequenced, never ousted. Nothing in this Article ousts the jurisdiction of the competent courts, the right to seek urgent interim or injunctive relief, or relief for IP infringement or breach of confidence (Article 8). The ladder sequences; it never removes.

3.4 The standing free Tier-3 escape hatch. At the point a Tier-2B arbitration is triggered, either party has the standing right, exercisable once and at no penalty, to elect instead a bundled incumbent institution at Tier 3 (for the EW pack, an England and Wales-seated human arbitration under a named institution such as LCIA, ICC or CIArb). Where a party exercises this right, onTerms bears the case-file handoff cost, the matter leaves these Rules for the elected forum, and the full Dispute Record travels (subject to without-prejudice protection over settlement attempts). A forum a party may decline for free, at the moment of triggering, is materially harder to attack as captured and supports the parties' free choice among consented forums rather than a fettering of court access. (KC: confirm the Scott v Avery sequencing plus the free escape hatch survive a challenge that the ladder fetters court access.)

3.5 Binding arbitration as a threshold act. Because the arbitration agreement is separable (Article 2.3), an agent's election of binding_ai_arbitration binds the principal only where the agent's mandate carries explicit binding_ai_dispute_altitude_max authority at the required altitude, or a human ratifies the arbitration agreement specifically, regardless of the commercial value of the underlying Order. The Verifier enforces this at Section V4.4. Election of binding AI arbitration is never carried by a generic commercial spending authority.

Article 4 - The Tribunal: independent appointment, qualification, conflicts, and challenge

4.1 The Confirmer is the tribunal. The tribunal is a sole human arbitrator (the "Confirmer"), or a panel of three where the parties so elect or the value or complexity warrants. The AI systems are not the tribunal and are not arbitrators; they assist only (Articles 5 and 6).

4.2 Qualification: a qualified England and Wales lawyer. For the EW pack the Confirmer must be a qualified England and Wales lawyer, that is a practising solicitor, a barrister, or a Chartered Arbitrator (or Fellow) of CIArb, competent in the law of the seat and experienced in commercial arbitration. The Confirmer's qualification and roster admission are published and recorded in the award's confirmer_attestation.

4.3 Independent appointing authority (mandatory; onTerms is excluded). The Confirmer is selected and appointed by an independent Appointing Authority. The default Appointing Authority is the Chartered Institute of Arbitrators (CIArb); the Order may name another arbitral institution. onTerms is removed from Confirmer selection entirely: it does not nominate, select, rank, veto or remunerate the Confirmer beyond the transparent pass-through of the Confirmer's published rate (Article 12). The confirmer_attestation.appointed_by field records the Appointing Authority, and the Verifier refuses any binding award where appointed_by is an onTerms-controlled entity (Section V6.4). Failing agreement on an Appointing Authority, the default mechanism of the 1996 Act applies, with appointment by the court if necessary; onTerms is never the appointor.

4.4 Structural separation of the tribunal. The dispute-resolution tribunal operation is a separately governed and separately branded body (its own board, its own conflicts committee, with arbitrators contracting with it), or it is fully outsourced to the Appointing Authority, so that "onTerms the standard steward" and "the tribunal" are not the same legal person. This separation is additional to, and distinct from, the Council decoupling in the project governance.

4.5 Independence, impartiality, and disclosure (IBA 2024; s.23A). The Confirmer is and must remain independent and impartial. Before accepting appointment and continuing throughout, the Confirmer assesses conflicts against the IBA Guidelines on Conflicts of Interest (2024) Red, Orange and Green lists, and signs an acceptance, availability, independence and impartiality statement. The Confirmer is under the continuing duty of disclosure of the 1996 Act s.23A (codifying the "ought reasonably to be aware" standard of Halliburton v Chubb) and must disclose anything that might reasonably give rise to justifiable doubts as to impartiality. (KC: confirm s.23A text and commencement.)

4.6 Mandatory disclosure of the structural conflict. The Confirmer must disclose, and the confirmer_attestation.disclosure_made field must record as true, the structural facts that the terms in dispute are onTerms-authored, that onTerms operates the platform and authored these Rules, and that onTerms has a non-pecuniary interest in awards upholding its own standard. The Verifier requires disclosure_made === true and refuses a binding award without it (Section V6.4). This is a disclosure-and-no-objection posture: consent at formation, disclosure at dispute, and a right to object.

4.7 Challenge. A party may challenge the Confirmer where circumstances give rise to justifiable doubts as to impartiality or independence, or where the Confirmer lacks the qualifications agreed. A challenge is made to the Appointing Authority within 30 days of notification of the appointment or of the date on which the challenging party became or ought reasonably to have become aware of the circumstances, whichever is later. The Appointing Authority decides the challenge; the parties' rights under s.24 of the 1996 Act (removal by the court) are preserved and are not ousted.

Article 5 - The AI-assisted procedure and the non-delegation rule

5.1 AI assists; it does not decide (SVAMC Guideline 6). AI systems may assemble and summarise the Dispute Record; draft an issues list; conduct legal and factual analysis; and prepare a draft reasoned award. The decision-making function and the arbitral mandate are not delegated to any AI system, however capable. No AI system decides any issue.

5.2 The Confirmer exercises independent judgement. The binding decision is the Confirmer's own, formed by independent judgement on the record. The Confirmer may adopt, amend, remit, or reject any AI output, and is responsible for the award in full. The Confirmer's duty under s.33 of the 1996 Act (to act fairly and impartially, and to adopt suitable procedures) is personal and non-delegable; reliance on AI assistance does not diminish it.

5.3 The non-delegation rule, made provable. It is not enough that the Confirmer asserts independent judgement. The award must carry artefacts that prove engagement (Article 9, and the Verifier at Section V6.4):

(a) amendments_to_ai_draft must be non-empty: either a specific list of the Confirmer's amendments to the AI draft, or an explicit reasoned statement that no amendment was necessary, citing the record facts that make the AI draft correct. A bare "no amendments" is non-conforming.
(b) Where divergence_flags is non-empty, the Confirmer must record a divergence-resolution note stating which model disagreement was resolved and why. An empty divergence_flags on a complex dispute is itself a flag (it suggests only one model was meaningfully run) and the Confirmer should address it.
(c) A zero-amendment award produced in an implausibly short Confirmer session time is refused by the Verifier, not passed. The form check is the minimum, not a cure for absent engagement. (R2 / the LaPaglia v Valve rubber-stamp attack.)

Article 6 - Reliability controls (mandatory content of a binding award)

6.1 Model and provider diversity. The draft analysis and the draft award are produced using at least two independent models from at least two providers (models_used, minimum two, at least two distinct providers). Material divergence between the models is flagged to the Confirmer and to the parties (divergence_flags).

6.2 Mandatory adversarial verification. A separate adversarial process attacks the draft award. Every cited authority and every asserted record fact is checked against the actual Dispute Record. The Confirmer must not assume that an AI-cited source exists or is accurately characterised (the SVAMC verification duty). Any citation that cannot be independently verified against the record is struck, and the striking is recorded in the adversarial report (adversarial_report_ref). Because surviving citations are in-record by construction, the residual due-process risk lies in the reasoning and is surfaced by the out-of-record-material field (Article 7.4).

6.3 Required content; non-conforming awards are refused. Model and provider diversity, the divergence flags, the adversarial report reference, and the substantive confirmer_attestation are required content of a binding award. An award lacking models_used (minimum two providers), divergence_flags, adversarial_report_ref, or a substantive confirmer_attestation is non-conforming, and the Verifier rejects it as binding (Section V6.4).

Article 7 - Due process (recorded as verifiable artefacts)

The Rules guarantee, and the Confirmer ensures, the following. Each is not only a promise but a provable artefact recorded in the procedural history or the attestation and checked by the Verifier.

7.1 Notice, with a minimum response window. Each party receives notice of the proceedings and of the Confirmer's appointment. Notice must be human-addressable notice to the party, not merely a signal to an agent the principal configured at formation, because notice to a stale agent is not notice to the party for due-process purposes. A notice event is recorded in procedural_history with timestamps. No Tier-2B award may be signed before a mandatory minimum response window has elapsed after notice; the Verifier requires a notice event preceding the award by at least the response window.

7.2 Equal treatment and the right to be heard. Each party has a reasonable and equal opportunity to present its case and to respond to the other's case (audi alteram partem; New York Convention Art. V(1)(b)). The procedure is documents-only by default, on the structured record, but the equal-opportunity guarantee is not diminished by the documents-only or agent-progressed nature of the procedure.

7.3 Impartial tribunal and reasoned award. The tribunal is impartial (Article 4), and the award is reasoned (Article 9).

7.4 Right to comment on out-of-record material. Where the Confirmer relies on any AI-generated material outside the agreed record, the parties have the right to comment on it before it is relied upon (SVAMC Guideline 7). The confirmer_attestation.out_of_record_material field is either none or a list of { material, disclosed_to_parties: true, parties_given_opportunity_to_comment: true, date } entries, and is checked by the Verifier.

7.5 Disclosure at dispute. A re-confirmation and disclosure event (a CIArb-style disclosure-and-no-objection step) is recorded in procedural_history before any Tier-2B award, distinct from consent at formation. Consent at formation, plus disclosure at dispute, plus a right to object, is the posture relied upon. (KC: confirm these artefacts satisfy Art. V(1)(b) and s.33 / s.68, especially where the procedure is documents-only.)

7.6 s.33 breach is a serious-irregularity ground. Breach of the mandatory s.33 duty is itself a listed ground of serious irregularity under s.68 of the 1996 Act. The Confirmer treats the Article 7 guarantees as conditions of a valid award, not as discretionary courtesies.

Article 8 - Interim relief, court support, and summary disposal

8.1 Court-supported interim relief preserved (s.44). Either party may apply to the competent court for urgent interim or injunctive relief (1996 Act s.44). Seeking such relief is not a breach of, and is not a waiver of, the agreement to arbitrate.

8.2 Emergency and interim measures (s.41A). The tribunal may order interim measures. The parties may also have recourse to an emergency arbitrator where available under the 1996 Act s.41A (as inserted by the 2025 Act) and the Appointing Authority's procedures. (KC: confirm s.41A text and commencement.)

8.3 Un-electable carve-outs. Nothing in these Rules ousts mandatory law (including the data-protection floor, Article 14), the jurisdiction of the competent courts, the right to urgent interim or injunctive relief, or relief for IP infringement or breach of confidence. These operate in parallel at all times.

8.4 Summary disposal (s.39A). On the application of a party, the tribunal may determine summarily that a claim, defence or issue has no real prospect of succeeding (1996 Act s.39A, as inserted by the 2025 Act). Summary disposal is a fast track well suited to standardized-terms disputes. It is subject to the parties' agreement (it is opt-out-able) and requires a reasonable opportunity for the parties to make representations before any summary determination. (KC: confirm s.39A text and commencement.)

Article 9 - The Award: form, signature, and the confirmer attestation

9.1 Form and reasons. The award is structured and reasoned. It records the issues; the findings_of_fact, each with record_citations into the content-addressed record; the application of the elected terms; the operative_decision; and the remedy (the AwardBlock).

9.2 The confirmer attestation (the s.68 / Art. V(1)(d) survival kit). The award carries the confirmer_attestation in which the Confirmer attests, substantively and not by bare boolean, that they: reviewed the divergence flags; reviewed or ran the adversarial report; verified every cited authority against the record; exercised independent judgement; recorded their amendments to the AI draft (or a reasoned no-amendment statement citing record facts, Article 5.3); made the disclosure required by Article 4.6 (disclosure_made = true); identified the Appointing Authority (appointed_by, a non-onTerms entity); and recorded any out-of-record material (Article 7.4). A bare signature does not satisfy this Article.

9.3 Signature (s.52). The award states the seat and the date and is signed by the Confirmer, satisfying the form requirements of s.52 of the 1996 Act. The Confirmer signs via onSign over the award hash at an identity-assured tier. The award is content-addressed, RFC 3161-timestamped, and anchored in the transparency log (signed tree head plus consistency proof; hashes and ciphertext only, never plaintext personal data, Article 14).

9.4 Final and binding. The award is final and binding on the parties, subject only to the limited recourse in Article 10.

9.5 Enforcement is for the parties (LSA hard stop). An award may be enforced as a judgment with the leave of the court under s.66 of the 1996 Act, and abroad under the New York Convention (s.101; some 172 contracting states). The structured award and the integrity proofs are designed to support recognition by making the agreed procedure and the award's integrity provable, including into the United States under 9 U.S.C. s.201 where a Convention award is judged on Art. V rather than FAA s.10. onTerms does not conduct the enforcement step or any court application. onTerms delivers the signed award together with the integrity bundle and stops; the party and its own legal advisers issue any arbitration claim form and conduct any court application (Article 1.2). (KC: confirm the AI-drafted reasoned award is the tribunal's quasi-judicial output and not onTerms providing legal advice; confirm the hard stop keeps onTerms clear of conduct of litigation under LSA s.14.)

Article 10 - Recourse (s.69 excluded; s.67 and s.68 preserved)

10.1 The supervisory jurisdiction is not ousted. These Rules do not and cannot oust the court's supervisory jurisdiction.

10.2 s.67 and s.68 are mandatory and preserved. Challenge lies under the 1996 Act s.67 (substantive jurisdiction) and s.68 (serious irregularity). These are mandatory provisions; they are not, and cannot be, excluded by these Rules. They are expressly preserved.

10.3 s.69 is expressly excluded. The parties agree to exclude any appeal to the court on a question of law under s.69 of the 1996 Act. s.69 is a non-mandatory provision, and the parties' agreement to these Rules is their express written agreement to exclude it. No appeal on a point of law lies from an award under these Rules. (KC: confirm the s.69 exclusion wording is effective as an express exclusion agreement, and that s.67 and s.68 are preserved as drafted.)

Article 11 - Liability and immunity

11.1 Arbitrator immunity (s.29). The Confirmer is not liable for anything done or omitted in the discharge or purported discharge of the arbitral functions, save in respect of bad faith, restating s.29 of the 1996 Act. This immunity is subject to the statutory exceptions, including liability on a s.25 resignation and the absence of immunity on a challenge to substantive jurisdiction.

11.2 Institutional liability excluded save bad faith. s.29 immunity protects the Confirmer; it does not extend to onTerms as administrator for its own acts (for example defective AI tooling, an adversarial engine that lets a hallucinated authority through, or a registry mis-attestation). To the maximum extent permitted by law, onTerms excludes liability for the administration of any dispute save for liability arising from its own bad faith and save for any liability that cannot lawfully be excluded.

11.3 UCTA-reasonable B2B cap. The parties are businesses, so UCTA s.2(2) reasonableness applies and a cap is permissible. To the maximum extent permitted by law, onTerms' aggregate liability for the administration of any dispute is limited to the fees paid to onTerms for that dispute, save for liability that cannot lawfully be excluded or restricted (including liability for death or personal injury caused by negligence, and liability for the consequences of bad faith). (KC: confirm this article, including the cap, is UCTA-reasonable and enforceable; advise on PI cover for a novel AI-assisted forum and whether an Appointing Authority framework can be relied upon.)

11.4 No enforceability warranty. onTerms does not warrant that any award will be recognised or enforced in any jurisdiction; recognition and enforcement are matters for the enforcing court. onTerms warrants only that it has administered the dispute in accordance with these Rules and that the integrity bundle accurately records the procedure followed.

11.5 Professional indemnity. onTerms maintains professional indemnity insurance sized to the binding-award tail, funded as an explicit, published pricing line (Article 12), and where possible relies in addition on the Appointing Authority's existing immunity and insurance framework.

Article 12 - Fees (flat administration plus arbitrator pass-through; never a take-rate)

12.1 The neutrality principle (non-negotiable). Fees are flat and cost-recovery only. onTerms never charges a percentage take-rate on a dispute, never takes any share of the amount awarded, and never indexes any fee to the amount in dispute. A percentage take or an ad-valorem fee on disputes over a standard onTerms stewards would be a neutrality-poisoning conflict and is prohibited. The flat structure addresses the pecuniary slice of the conflict; the structural-separation and independent-appointing-authority requirements (Article 4) carry the rest of the neutrality argument.

12.2 The fee components for a Tier-2B award. The fees for a binding award under these Rules comprise, separately itemised:

(a) a flat onTerms administration fee, published in the fee schedule and decoupled from both the amount in dispute and the outcome;
(b) a transparent arbitrator pass-through at the appointed Confirmer's published market rate, on which onTerms takes no margin and no share of the award; and
(c) a professional-indemnity insurance line (Article 11.5), funded explicitly rather than left as an uninsurable tail.

12.3 Identity and other pass-throughs. KYC and QES identity assurance for signing are charged as explicit metered pass-throughs and are never bundled.

12.4 Cost allocation in the award. The tribunal allocates the costs of the arbitration and the parties' legal and other costs, following the event unless the tribunal decides otherwise. Cost allocation by the tribunal is distinct from onTerms' flat administration fee, which is not itself outcome-indexed.

Article 13 - The small-claims full-auto track (expert determination, not an award)

13.1 A different instrument, deliberately labelled. Where the parties have opted into the Order's small_claims_full_auto track and the matter is at or below its value_cap, a fully automated outcome with no per-case human Confirmer is produced as outcome_type: expert_determination on the expert_determination_contract framework. It is not a New York Convention arbitral award. It is binding only as a matter of contract. The schema forbids is_binding on the expert_determination_contract framework, and this label distinction is load-bearing: proportionality is an ODR concept and not an Art. V cure, and a foreign court may refuse a binding determination that had no first-instance human adjudicator.

13.2 The value-cap boundary. At or above the Order's auto_arbitration_value_cap, a human Confirmer is mandatory and the matter is a Tier-2B arbitration under these Rules, not expert determination. The Verifier requires small_claims_full_auto.value_cap < auto_arbitration_value_cap.

13.3 The human-appeal backstop. The full-auto track is always backstopped by small_claims_full_auto.human_appeal_backstop_days. Within the backstop window either party may demand a human Confirmer (escalating the matter to a real Tier-2B award under these Rules) or escalate to Tier 3. The backstop is the safeguard that makes a no-human first instance acceptable. (KC: confirm the expert-determination labelling is correct and enforceable and that a foreign court will not be misled into treating it as a Convention award.)

Article 14 - Data protection and confidentiality of the record

14.1 Confidentiality. The arbitration, the Dispute Record, and the award are confidential, save as needed to enforce or challenge the award, to comply with law, or for disclosure to a professional adviser or insurer under equivalent obligations of confidence.

14.2 Plaintext out of the immutable log. The transparency log and the case-file integrity structures commit to hashes and ciphertext only, never to plaintext personal data. The plaintext evidence store is separately erasable (crypto-shredding), so that the immutable, append-only integrity record does not become an erasure trap under UK GDPR Art. 17. inline_data_base64 of evidence is never landed in the logged structure.

14.3 Controllership, lawful basis, and transfers. onTerms publishes a controllership analysis and puts an Art. 26 joint-controller or Art. 28 processor agreement into the dispute-administration terms before any live evidence ingestion. The lawful basis for the evidence pipeline is documented (likely Art. 6(1)(f) legitimate interests in establishing or defending legal claims, with an Art. 9(2)(f) condition for any special-category data) in a Legitimate Interests Assessment, distinct from the contract-penalty legitimate_interest_justification of Tier 0. Because the model-diversity requirement (Article 6.1) may route evidence to non-UK model endpoints, onTerms maintains a named sub-processor list, a UK IDTA or Addendum, and a Transfer Risk Assessment, and offers UK or EU-resident model endpoints for evidence-bearing analysis. A DPIA is treated as effectively mandatory for this pipeline (large-scale, novel AI decision-support, potentially special-category, immutable storage).

14.4 Retention. Evidence plaintext is retained on a defined schedule (dispute, plus the limitation period, plus the enforcement window), distinct from the indefinite retention of hashes. "Keep forever for verifiability" applies to hashes only and never to plaintext personal data, consistent with the storage-limitation principle (Art. 5(1)(e)). (KC: confirm the controllership characterisation, the hash/ciphertext-only and crypto-shredding architecture against Art. 16/17 and the legal-claims exemption, and the IDTA/TRA posture for multi-provider model routing.)

Article 15 - The Dispute Record as pleadings; commencement; evidence integrity

15.1 Commencement. Arbitration is commenced by a Request referencing the order_id and the structured Dispute Record carried up from the lower tiers. The case file's claims, evidence and lower-tier outcomes stand as the parties' pleadings and agreed record, subject to each party's right to supplement.

15.2 Evidence integrity. All evidence is content-addressed. The tribunal and each party may re-hash any item against its content_sha256 (Verifier Section V6.2), and the transparency-log proofs (signed tree head plus consistency proof) establish append-only integrity. The fact-collapse this enables (intake, evidence authentication and chain-of-custody are largely automated from the structured record) is what allows these Rules to reserve human-Confirmer cost for genuinely subjective questions.

Article 16 - Consumer-scope voidness fallback

16.1 Automatic, irreversible voidness. If, at intake or at dispute initiation, either party is found to be a consumer (the B2B gate of Article 1.3 fails, or the sole-trader purpose warranty is breached), the arbitration agreement is void for that dispute as an automated, logged, irreversible state transition, with automatic fallback to the competent courts. An unenforceable consumer arbitration is never attempted, not merely refused after the event.

16.2 Why the fallback is hard-wired. A single consumer dispute would trigger the consumer-ADR accreditation regime and would void the UCTA-only enforceability basis retroactively. The fallback is therefore a kill-switch, not a discretion, and is never relaxed. (KC: confirm B2B-only keeps onTerms outside the consumer-ADR accreditation regime, and confirm the DMCCA 2024 commencement, section, and prohibition mechanics against the commenced text rather than relying on the design's citation.)

Article 17 - Immutability and versioning

These Rules are an immutable, content-addressed artefact. The Order pins onterms-arb-rules:1.0, and that pinned version governs the arbitration for its whole life; a later version never applies to a pinned dispute. Amendments mint a new version under the protocol governance. Promotion of these Rules from "v1.0 DRAFT FOR COUNSEL REVIEW" to adopted status occurs only on sign-off by an arbitration KC and adoption by the independent Appointing Authority (the KC sign-off register below).

Enforceability note (honest)

AI-assisted arbitration is an emerging area. These Rules are engineered to satisfy New York Convention Art. V and the Arbitration Act 1996 (as amended by the 2025 Act) by keeping a qualified England and Wales lawyer as the decision-maker who exercises independent judgement and signs (SVAMC Guideline 6 non-delegation), by mandating an independent appointing authority and a structurally separated tribunal (the nemo iudex in causa sua / Halliburton answer), by guaranteeing due process recorded as verifiable artefacts, and by constraining and adversarially verifying the AI. They remain novel and untested in court.

onTerms does not warrant that any award will be recognised or enforced in any jurisdiction; recognition is a matter for the enforcing court. To the maximum extent permitted by law, onTerms' liability for the administration of any dispute is limited to the fees paid, save for liability that cannot lawfully be excluded.

Binding use must wait on the KC sign-off register below and on adoption by the Appointing Authority. Until then, onTerms offers the non-binding and no-award tiers (Tier 0, Tier 1, Tier 2A) and Tier-3 routing to proven institutions where enforceability is settled. See spec/known-limitations.md.

KC sign-off register (do not operate binding without these)

The on-face statement plus separate signed acknowledgement binds both parties to the specific arbitration clause (Article 2.2).
Final wording of these Rules, in particular the s.69 exclusion and the s.67/s.68 preservation (Article 10), the Scott v Avery sequencing plus the free escape hatch (Article 3), the survival of the AI-assisted procedure under Art. V / s.68, and the liability and immunity article (Article 11).
The conflicts policy plus the mandatory independent appointing authority and structural separation (Article 4), acceptable to an arbitral institution.
The AI-assisted-procedure consent flow meets s.33 / s.34 and the CIArb disclosure-and-consent posture (Articles 4.5, 4.6, 5, 7).
The structural-separation and appointing-authority structure is acceptable to an arbitral institution that will actually partner.
B2B-only keeps onTerms outside the consumer-ADR accreditation regime; the DMCCA 2024 commencement, section and prohibition mechanics confirmed against the commenced text (Article 16).
The expert-determination-not-award boundary for full-auto is correctly labelled and enforceable (Article 13).
The dispute-layer UK GDPR posture (controllership, immutability/erasure architecture, IDTA) is sound (Article 14).
The LSA conduct-of-litigation hard stop is correctly drawn (Articles 1.2, 9.5).
The s.6A, s.23A, s.39A and s.41A inserted-section text and commencement, as relied on here (Articles 2.5, 4.5, 8.2, 8.4).