M-Penny CPA Non-Disclosure Agreement

Natcrest Holdings Company Ltd (trading as M-Penny) | Version 1.0

This Non-Disclosure Agreement (“NDA”) is between Natcrest Holdings Company Ltd, trading as M-Penny (“M-Penny”), and the reviewing CPA who accepts it (“Reviewing CPA”). It supplements, and is part of, the M-Penny CPA Reviewer Policy. By ticking acceptance in the CPA portal, the Reviewing CPA agrees to be bound by this NDA.

1. Confidential Information

“Confidential Information” means any non-public information disclosed to, or accessed by, the Reviewing CPA through the CPA portal or any allocation, in any form, including: merchant business, financial, tax and filing data; figures snapshots; M-Penny’s product, technical, pricing and operational information; and any information marked or reasonably understood to be confidential.

2. Exclusions

Confidential Information does not include information that: (a) is or becomes public through no breach by the Reviewing CPA; (b) was lawfully known before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

3. Obligations

• Keep all Confidential Information strictly confidential and secure.
• Use Confidential Information only to perform allocated reviews, and for no other purpose.
• Do not disclose it to any third party without M-Penny’s prior written consent.
• Do not copy, store, sell, or use it for the Reviewing CPA’s own benefit or that of any competitor.
• Do not contact, solicit or accept engagements directly from merchants introduced through the platform.

4. Professional duty

These obligations are in addition to, and do not limit, the Reviewing CPA’s confidentiality duties under ICPAK and the IESBA/ICPAK Code of Ethics.

5. Personal data

Where any Confidential Information includes personal data, the Reviewing CPA shall comply with the Data Protection Act, 2019 (Kenya), process it lawfully and only for the allocated review, keep it secure, not retain it beyond what is necessary, and notify M-Penny without undue delay of any actual or suspected breach.

6. Compelled disclosure

If legally required to disclose Confidential Information, the Reviewing CPA shall (where lawful) promptly notify M-Penny so it may seek protective measures, and shall disclose only the minimum required.

7. Return or destruction

On termination or M-Penny’s request, the Reviewing CPA shall stop using, and return or securely destroy, all Confidential Information in its possession or control, and confirm destruction in writing if asked.

8. No licence; ownership

All Confidential Information and intellectual property remain M-Penny’s property. Nothing in this NDA grants the Reviewing CPA any licence.

9. Term and survival

This NDA applies from acceptance and continues during the engagement and for three (3) years after it ends; obligations relating to trade secrets and personal data continue for as long as the law protects them.

10. Remedies

The Reviewing CPA acknowledges that a breach may cause M-Penny irreparable harm for which damages may be inadequate, and that M-Penny may seek injunctive relief in addition to any other remedy, and may suspend or terminate access.

11. Governing law

This NDA is governed by the laws of Kenya and is subject to the dispute-resolution and governing-law terms of the CPA Reviewer Policy. Each party may sue or be sued.

12. Acceptance

By ticking acceptance in the CPA portal, the Reviewing CPA confirms that it has read, understood and agreed to this NDA, and that it is legally binding between the Reviewing CPA and Natcrest Holdings Company Ltd (trading as M-Penny).

Natcrest Holdings Company Ltd (trading as M-Penny) · Nairobi, Kenya · support@mpenny.ke