M-PENNYEvery penny, empowered← BackM-PENNYEvery penny, empowered← BackNatcrest Holdings Company Ltd (trading as M-Penny) · Version 1.0 · Effective from 1 September 2026
This M-PENNY PARTNER NON-DISCLOSURE AGREEMENT is issued by Natcrest Holdings Company Ltd, trading as M-Penny, and takes effect on the Effective Date stated on the cover.
Important: The Partner becomes bound only through a clear affirmative electronic acceptance step. This NDA protects information; it does not itself launch the Partner Programme, promise a reward, authorise direct marketing or Customer Data access, or expand an Approved Campaign.
1.1 This NDA is between Natcrest Holdings Company Ltd, trading as M-Penny (Natcrest), and the individual or legal entity whose verified Partner account records affirmative acceptance (Partner). M-Penny is Natcrest's platform and trading identity, not a separate legal person.
1.2 It governs Confidential Information received, accessed, generated, observed or inferred through Partner onboarding, the Partner Portal, an Approved Campaign, a Referral Link or Code, communications, training, support, compliance review, a complaint, reward verification, a fraud or security investigation, suspension or termination.
1.3 This NDA supplements the Partner Programme Terms and applies only to the Partner's approved M-Penny activities. It does not create a contract between the Partner and a Customer or Prospective Customer, appoint the Partner as Natcrest's employee, agent, distributor, franchisee, financial adviser or authorised representative, or create a legal partnership, joint venture or fiduciary relationship.
1.4 The Partner has no authority to bind Natcrest, contract on Natcrest's behalf, make a commitment for Natcrest, collect Customer money, or provide regulated financial, accounting, tax, legal or professional services for Natcrest.
1.5 This NDA does not independently authorise access to Customer Data, promise a reward or commission, transfer ownership of Customer Data or intellectual property, or grant a general right to use, retain, copy or disclose Confidential Information.
2.1 In this NDA, unless the context requires otherwise:
2.1.1 Approved Campaign means a campaign, brief or engagement that Natcrest has expressly approved for the Partner and that identifies the applicable scope, channels, territory, duration, claims and other campaign particulars.
2.1.2 Approved Materials means current materials that Natcrest has expressly released or approved for the Partner's public use in an Approved Campaign, subject to any stated limitation, disclaimer or withdrawal.
2.1.3 Authorised Personnel means personnel of an entity Partner whom Natcrest has specifically approved, who have a genuine need to know and are bound by written obligations at least as protective as the Contract Documents.
2.1.4 Confidential Information has the meaning in clause 4.
2.1.5 Contract Documents means this NDA, the Partner Programme Terms, each accepted Approved Campaign, any accepted reward schedule, applicable data-processing terms and any other document expressly incorporated before acceptance.
2.1.6 Customer means a person or organisation that creates an M-Penny account, subscribes to or uses the Service, consistently with the M-Penny Terms of Service.
2.1.7 Customer Data means information, records, documents and personal data submitted to, generated in, transmitted through or made accessible to the Service by or for a Customer, excluding Natcrest's own system, usage and security data to the extent separately controlled by Natcrest.
2.1.8 Effective Date means the approved date stated on the cover.
2.1.9 Natcrest means Natcrest Holdings Company Ltd, trading as M-Penny.
2.1.10 Partner means the approved individual or legal entity that affirmatively accepts this NDA. The term describes a programme role and does not create a legal partnership.
2.1.11 Partner Portal means any non-public partner subsystem that Natcrest makes available for approved onboarding, campaign, referral, performance, communication or reward-administration purposes.
2.1.12 Partner Programme means any marketing, referral or promotional arrangement that Natcrest lawfully activates under the Partner Programme Terms.
2.1.13 Partner Programme Terms means the separately approved and accepted terms governing the overall Partner relationship, including eligibility, campaigns, attribution, rewards, fraud controls, suspension and termination.
2.1.14 personal data has the meaning given by applicable Kenyan data-protection law.
2.1.15 Prospective Customer means a person or organisation lawfully approached through an Approved Campaign but not yet a Customer.
2.1.16 Referral Link or Code means a unique link or code that Natcrest lawfully issues for an Approved Campaign to identify or attribute eligible activity under the Partner Programme Terms.
2.1.17 Security Incident has the meaning in clause 14.
2.1.18 Service means the M-Penny platform, website, applications, features, content, support and related services that Natcrest makes available from time to time.
2.2 References to a law include amendments and successor provisions in force from time to time. Including and similar expressions do not limit the words preceding them.
3.1 The Partner becomes bound only after a clear affirmative electronic acceptance step, such as clicking or tapping an acceptance control that identifies or links this NDA, before access to non-public Partner resources or participation in an Approved Campaign.
3.2 Applying to become a Partner, receiving an invitation, credentials or a Referral Link or Code, accessing the public demonstration, signing in to the Partner Portal, or passive use without the clear acceptance step is not, by itself, acceptance.
3.3 If an individual accepts for a company or other organisation, that individual confirms authority to bind it. Acceptance without authority does not create apparent authority to act for Natcrest or make Natcrest responsible for that person's conduct.
3.4 Natcrest will preserve a reliable record of the Partner's verified legal name and identity; the accepting representative and evidence of authority where applicable; the NDA version presented; the date and time of acceptance; the affirmative acceptance action; the associated Partner account; and any later material reacceptance.
3.5 Electronic acceptance and related records may be retained and used as evidence to the extent permitted by Kenyan law. No physical signature, witness, attestation or separate execution page is required.
4.1 Confidential Information means all non-public information disclosed, made available, observed, generated, accessed or reasonably inferred through the Partner relationship, in any form and whether or not marked confidential, including:
4.1.1 non-public Customer, Prospective Customer, user and personal information, and Customer Data where lawfully and exceptionally disclosed;
4.1.2 Partner Portal information, account details, access credentials, one-time passcodes, private links, Referral Links or Codes and restricted communications;
4.1.3 referral, conversion, attribution, performance, pricing, commission, reward and payout information that Natcrest has not intentionally made public;
4.1.4 campaign plans, unpublished launch dates, marketing strategies, budgets, forecasts, business plans and internal commercial information;
4.1.5 unpublished features, roadmaps, prototypes, test environments, source-code or object-code information, technical architecture, system logic, internal workflows, security controls and vulnerabilities;
4.1.6 non-public support, complaint, fraud-detection, abuse-control, reward-verification, investigation and incident information;
4.1.7 non-public templates, scripts, training materials and Approved Materials before authorised release; and
4.1.8 notes, screenshots, extracts, summaries, analyses, compilations or derivatives that contain or reveal protected information, including the existence and substance of non-public communications concerning a Customer, campaign, investigation or programme change.
4.2 Information remains confidential where a reasonable commercial recipient would understand it to be confidential, including where it was disclosed orally, observed on screen, remembered rather than copied, incorporated into a derivative, combined with public information or disclosed without a confidentiality marking.
4.3 A non-public compilation, relationship, analysis, inference, timing or context remains confidential even if individual elements are public. No residual-knowledge exception permits later use of identifiable, derived or memorised Confidential Information.
5.1 Confidential Information does not include information that Natcrest intentionally publishes on the public M-Penny website; seeded sample information visible in the public no-login demonstration; an approved press release; Approved Materials expressly released for public distribution; or information that satisfies clause 5.3.
5.2 Public availability does not permit the Partner to alter Approved Materials, remove a disclaimer, suggest that a demonstration or roadmap feature is live, make an unapproved regulatory claim, use Natcrest intellectual property outside an Approved Campaign, scrape or reverse engineer the Service, create a misleading combination of public statements, or continue using withdrawn or outdated material.
5.3 Other information is excluded only to the extent the Partner demonstrates through reliable contemporaneous evidence that it:
5.3.1 was lawfully known without restriction before disclosure;
5.3.2 became public through no breach of the Contract Documents or another duty;
5.3.3 was lawfully received from an independent third party without a duty of confidence;
5.3.4 was independently developed without access to or use of Confidential Information; or
5.3.5 must lawfully be disclosed under a binding legal or regulatory obligation, subject to clause 15.
5.4 Information is not public merely because it was accessed through compromised credentials, unlawfully disclosed, posted to a restricted group or forum, circulated without authority, discovered through prohibited scraping or reverse engineering, or disclosed in breach of another duty.
6.1 The Partner may use Confidential Information only to:
6.1.1 consider and participate in an approved Partner Programme;
6.1.2 perform an Approved Campaign within its defined scope and use Approved Materials through authorised channels;
6.1.3 administer an approved Referral Link or Code and communicate with Natcrest through authorised channels;
6.1.4 verify a referral, reward, complaint or compliance issue;
6.1.5 respond to a properly authorised investigation, audit or legal process; or
6.1.6 exercise or defend a legal right under the Contract Documents.
6.2 The Partner must not use Confidential Information for another client or principal, private benefit outside the Partner Programme, a competing business, unauthorised profiling or analytics, contact-database enrichment, sale or rental of information, unauthorised Customer solicitation, a case study, teaching, presentation, social-media content, media commentary, AI training, unrelated commercial research or another purpose not expressly authorised.
6.3 The Partner may use general marketing skills, experience and know-how that do not reveal, reproduce, depend upon or permit identification of Customer Data, Natcrest Confidential Information or another person's protected material.
7.1 The Partner must keep Confidential Information strictly confidential, protect it with at least reasonable care and the higher care appropriate to personal, financial, commercial and security information, and use it only for the permitted purpose.
7.2 Access is personal to a verified individual Partner. For an entity Partner, access is limited to approved Authorised Personnel with a genuine need to know.
7.3 Without Natcrest's prior specific written approval and satisfaction of applicable confidentiality, security, advertising and data-protection conditions, the Partner must not share credentials; permit an unauthorised person to view restricted material; transfer or sell a Referral Link or Code; delegate an activity involving Confidential Information; use an undisclosed employee, influencer, subcontractor, agent or consultant; or appoint a processor or subprocessor.
7.4 Authorised Personnel must receive only the minimum necessary access and cease access when the approved need ends. An entity Partner remains responsible for its personnel to the extent permitted by law and the Contract Documents.
7.5 No disclosure is permitted merely because the recipient is a colleague, adviser, influencer, agency, platform operator, friend, relative or member of the Partner's organisation.
8.1 The Partner must maintain reasonable and proportionate technical and organisational safeguards appropriate to the nature, sensitivity and volume of information involved.
8.2 At minimum, the Partner must:
8.2.1 use only verified Partner credentials and protect passwords, one-time passcodes, authentication devices and private access links;
8.2.2 use supported devices, current protective software, appropriate device access controls and private and reasonably secure connections;
8.2.3 prevent shoulder surfing and unauthorised viewing, avoid public or shared computers, and access only authorised programme information;
8.2.4 preserve programme records and avoid unauthorised alteration, deletion or manipulation;
8.2.5 sign out after use and comply promptly with authorised credential resets, containment directions and security instructions; and
8.2.6 notify Natcrest immediately of suspected compromise and cooperate with a proportionate investigation.
8.3 The Partner is responsible for activity authorised or caused by the Partner and for failure to use required safeguards, but is not absolutely liable for every action performed through valid credentials to the extent an event was caused or materially contributed to by Natcrest's security failure or unlawful conduct.
9.1 Unless expressly authorised for an Approved Campaign, the Partner must not:
9.1.1 take screenshots, screen recordings or photographs of restricted systems or information; download, print, scrape, bulk-extract, transcribe or locally archive them;
9.1.2 forward information to personal email or WhatsApp, transmit it through another unapproved channel, copy it to removable media, or store it in a personal or unapproved cloud service;
9.1.3 upload it to an online converter, public or unapproved generative-AI service, AI assistant, summariser, translator, transcription service, model-training environment or other third-party processing tool; or
9.1.4 retain it after the authorised purpose ends.
9.2 An expressly authorised copy must be limited to the minimum necessary, stored only in the approved location, protected against unauthorised access, used only for the Approved Campaign and securely deleted when the purpose ends.
9.3 No Confidential Information or Customer Data may be used to train, fine-tune, test, evaluate or improve an AI or machine-learning model.
9.4 An ordinary creative or productivity tool is permitted only where it does not expose Confidential Information or personal data to a third party and its use otherwise complies with the Contract Documents.
10.1 The actual data-protection role follows the purpose and means of each processing activity, not merely a contractual label.
10.2 Natcrest ordinarily acts as controller for personal data used to manage Partner onboarding, identity verification, account administration, referral attribution, payments, compliance, fraud prevention, security and the Partner relationship.
10.3 The Partner ordinarily acts as an independent controller for its own audience, marketing channels, contact lists, content decisions and communications. The Partner must not state or imply that Natcrest supplied, approved or controls a contact list where that is not true.
10.4 This NDA does not create a joint-controller relationship or make the Partner Natcrest's processor merely because the Partner participates in the Partner Programme.
10.5 If the Partner is instructed to process personal data on Natcrest's behalf, the required written processor terms, documented instructions and security arrangements must be completed before access. Customer-controlled personal data must not be disclosed unless every required Customer authorisation, notice and data-processing step has been completed. Acceptance of this NDA alone does not authorise disclosure.
10.6 For personal data used in an Approved Campaign, the Partner must:
10.6.1 identify and document the specified lawful purpose and applicable lawful basis;
10.6.2 obtain and retain evidence of valid express consent where Kenyan law requires it for direct marketing;
10.6.3 identify the sender, the commercial nature of the communication and the Partner's commercial, referral or reward relationship with M-Penny;
10.6.4 provide a clear, accessible and effective opt-out and promptly honour an objection, withdrawal or suppression request;
10.6.5 avoid purchased, scraped, unlawfully obtained or improperly shared contact lists, deceptive sender identities and disguised message sources;
10.6.6 apply data minimisation, accuracy, retention and security requirements; and
10.6.7 cooperate with lawful rights requests, complaints and regulatory enquiries.
10.7 The Partner must not use Customer-controlled contacts for the Partner's or Natcrest's independent marketing. Consent is not the only lawful basis for every processing activity, but an alternative basis must be legally available, appropriate to the activity and properly documented.
11.1 The Partner must use only accurate, current and Approved Materials within the Approved Campaign and must preserve every material limitation, qualification and disclaimer.
11.2 Advertising must be distinguishable from independent editorial content. The Partner must clearly and prominently disclose its commercial, referral or reward relationship with M-Penny using an appropriate description such as advertisement, paid partnership or sponsored content where applicable.
11.3 The disclosure must appear where an ordinary viewer will see and understand it before acting. It must not be hidden in hashtags, collapsed text, an unclear biography or another placement that obscures the relationship. No single hashtag is automatically sufficient in every channel or context.
11.4 The Partner must communicate prices, qualifications, limitations and material conditions accurately; maintain reasonable evidence of approvals and required disclosures; and promptly correct or withdraw inaccurate, outdated or unauthorised content when notified.
11.5 Confidentiality over an exact reward rate does not permit the Partner to suppress a disclosure that a material commercial relationship exists.
12.1 The Partner must not:
12.1.1 make a false, misleading, unsubstantiated or materially incomplete claim, or guarantee savings, profitability, tax compliance, financing, approval or business performance;
12.1.2 present M-Penny or Natcrest as a bank, deposit-taker, payment-service provider, lender, tax agent, accounting firm or regulated financial institution;
12.1.3 claim that Natcrest is licensed, registered, certified or approved by CBK, KRA, ODPC, ICPAK, Safaricom or another authority unless Natcrest has given current written approval for that exact claim;
12.1.4 advertise a roadmap, prototype, sandbox, score, limit, forecast, projection or public demonstration as a live product, credit decision, approval, offer or regulatory authorisation;
12.1.5 advertise direct eTIMS transmission, production M-Pesa functionality, lending, credit disbursement, SMS or another integration as live unless Natcrest has expressly confirmed its lawful production status in an Approved Campaign;
12.1.6 offer credit, collect credit applications, collect subscriptions, deposits, loan repayments or Customer funds, or give accounting, tax, investment, legal or credit advice on Natcrest's behalf;
12.1.7 impersonate Natcrest or create an unauthorised M-Penny account, domain, application, social-media profile, group, customer-support channel, coupon, discount or promotion;
12.1.8 alter a price or material product limitation, manufacture reviews or engagement, buy false leads or referrals, self-refer, manipulate attribution, use bots, spam, deceptive redirects or cookie stuffing, or improperly influence a person; or
12.1.9 make an unauthorised public statement about a complaint, investigation, incident or vulnerability, or engage in conduct likely to expose Natcrest or another person to legal, consumer, privacy, security or reputational harm.
12.2 Detailed approval, attribution, fraud-control and reward-reversal rules remain governed by the Partner Programme Terms and the applicable Approved Campaign.
13.1 This NDA does not independently authorise access to Customer or Prospective Customer data.
13.2 Any contact through an Approved Campaign must remain within the approved channel and scope; use lawfully obtained contact information; identify the Partner accurately; disclose the commercial relationship; avoid suggesting employment or agency; provide the required opt-out; collect no unnecessary personal data; and stop when consent is withdrawn, an objection is made or Natcrest withdraws the campaign.
13.3 The Partner must direct product, billing, privacy, technical and complaint questions to the Natcrest channel stated in the Approved Campaign and must not provide customer support through an unapproved channel.
13.4 The Partner must not access a Customer account; request login credentials, one-time passcodes, financial records or tax information; contract with, invoice or receive money from a Customer for Natcrest; make a binding product or regulatory commitment; disclose another Customer's identity or experience; or use an M-Penny referral to solicit unrelated services.
14.1 Security Incident means an actual or suspected unauthorised access, disclosure, loss, copying, alteration, corruption, destruction, malware infection, credential compromise, misdirected communication, device loss, unauthorised AI or cloud upload, scraping, bulk extraction or other compromise affecting Confidential Information, personal data, a Referral Link or Code, the Partner Portal or an Approved Campaign.
14.2 The Partner must notify Natcrest immediately after becoming aware of a Security Incident and, in every event, within twenty-four hours after awareness.
14.3 The initial report must provide the information then reasonably available, including:
14.3.1 when and how the incident was discovered;
14.3.2 the affected systems, campaigns and information;
14.3.3 known or likely recipients or persons with access;
14.3.4 containment and mitigation steps already taken;
14.3.5 evidence preserved; and
14.3.6 further action proposed or required.
14.4 The Partner must provide continuing updates, contain and mitigate the incident, preserve evidence, follow lawful instructions and cooperate reasonably with investigation, remediation and notification.
14.5 The Partner must not conceal an incident, destroy evidence, contact affected Customers or data subjects independently, make a public statement, admit liability for Natcrest or notify a regulator on Natcrest's behalf unless Natcrest authorises the step or law requires it.
14.6 The Partner's own mandatory reporting duties remain preserved. Where lawful and practicable, the Partner must coordinate with Natcrest in advance and limit the report to what is required. The responsible controller or processor will assess and discharge applicable statutory notice duties; this NDA does not state that every Security Incident is notifiable to the ODPC or affected persons.
15.1 If the Partner receives a court order, statutory notice, regulator request, summons or other binding demand concerning Confidential Information, the Partner must verify the demand and issuing authority and notify Natcrest promptly where lawful.
15.2 The Partner must preserve relevant information, cooperate reasonably in seeking clarification or confidentiality protection, disclose only the minimum legally required, use a secure disclosure method, maintain an appropriate record and continue protecting all remaining information.
15.3 Nothing in this NDA requires the Partner to conceal fraud or illegality, mislead a regulator, destroy evidence, obstruct a lawful investigation, waive a statutory complaint or reporting right, or breach another binding legal duty.
15.4 A lawful disclosure must not be used as a pretext for unnecessary publicity or disclosure beyond what is required.
16.1 The Partner must notify Natcrest immediately if it accesses information not intended for it or another Partner's account, receives Customer Data or information beyond the approved campaign scope, discovers a security vulnerability, or receives material that appears legally privileged or otherwise protected.
16.2 The Partner must stop further access, avoid copying, exploiting, disclosing or relying on the material, preserve it securely and follow Natcrest's lawful containment instructions.
16.3 Inadvertent disclosure does not, by itself, waive confidentiality, privilege or another protection to the extent recognised by law.
16.4 Good-faith, lawful and confidential security reporting is permitted. Public exploitation or disclosure of a vulnerability before lawful coordinated handling is prohibited.
17.1 At the end of an Approved Campaign, on suspension or termination, or on Natcrest's lawful request, the Partner must stop using Confidential Information, return it where directed, securely delete authorised local copies, remove it from personal and unapproved systems, cease restricted Partner Portal access and confirm deletion in writing where reasonably requested.
17.2 The Partner may retain only the minimum information required by binding law, tax requirements, a legal hold or a competent-authority direction.
17.3 Lawfully retained information must be isolated, access-restricted, protected under this NDA, used only for the binding retention purpose and securely deleted when that purpose ends.
17.4 Convenience, portfolio use, contact-database enrichment, analytics, marketing or possible future usefulness does not justify retention.
18.1 Customer Data remains subject to the rights of the relevant Customer, data subjects and applicable law. Natcrest and its licensors retain their rights in M-Penny, the Partner Portal, software, documentation, branding, approved templates and system-generated materials. Third-party information remains subject to its lawful owner's rights.
18.2 No ownership of Confidential Information transfers to the Partner. This NDA does not state that Natcrest owns Customer or third-party information and does not transfer the Partner's pre-existing materials or unrelated intellectual property to Natcrest.
18.3 This NDA grants no general trademark, copyright or marketing licence. Any right to use M-Penny branding arises only under the Partner Programme Terms and an Approved Campaign and is limited, revocable, non-exclusive, non-transferable and campaign-specific.
18.4 The Partner must stop using withdrawn, outdated or altered material and must not register, claim or challenge a right in M-Penny branding, confusingly similar branding, a campaign asset or another Natcrest intellectual-property right.
19.1 Natcrest may maintain proportionate acceptance, Partner Portal, campaign, referral, attribution, content-approval, security, complaint, incident, reward-verification and compliance records for legitimate service, legal, security, fraud, data-protection and dispute purposes.
19.2 Natcrest may conduct a proportionate investigation or verification where there is a genuine confidentiality, security, advertising, fraud or data-protection concern.
19.3 An inspection or verification must relate to the Partner's M-Penny activities, be proportionate, protect unrelated client and business information, respect legal privilege and third-party confidentiality, avoid unnecessary disruption and not authorise undisclosed surveillance for an unrelated purpose.
19.4 The Partner must provide information and reasonable cooperation necessary to demonstrate compliance, subject to the same safeguards.
20.1 An actual or threatened breach may justify immediate restriction of Partner Portal access, suspension of a Referral Link or Code, withdrawal of Approved Materials, preservation, return or deletion directions, suspension or termination under the Partner Programme Terms, damages or another remedy available under law, and lawful reporting to a competent authority.
20.2 Either party may seek urgent interim or injunctive relief where the legal requirements are met. No clause is a conclusive admission that every breach causes irreparable harm or that damages are always inadequate.
20.3 This NDA creates no automatic clawback or forfeiture of all rewards, punitive penalty, invented liquidated damages, unlimited indemnity or double recovery.
20.4 An earned and undisputed reward is not automatically forfeited merely because the Partner relationship ends. Any reversal, withholding or set-off remains subject to the Partner Programme Terms, applicable qualifying conditions, reasonable verification, evidence, causation, fair procedure and applicable law.
20.5 This NDA does not create a commission or reward entitlement. The Partner Programme Terms and applicable accepted commercial particulars determine whether any reward arises.
21.1 This NDA applies from affirmative acceptance and continues throughout the Partner relationship.
21.2 Confidentiality, restricted-use, security, return, deletion and related obligations survive termination for as long as the information remains confidential; for as long as personal data remains retained or accessible; and for every statutory protection period applicable to the information.
21.3 Trade secrets remain protected indefinitely while they qualify for legal protection. A longer period applies where required by law, legal hold or competent-authority direction.
21.4 Information ceases to be protected only through an express exclusion in clause 5, not merely through passage of time.
22.1 Mandatory law prevails. Subject to it, an Approved Campaign governs its specific channels, content, duration, territory, qualifying action and campaign particulars; applicable data-processing terms govern processing carried out for another party; the Partner Programme Terms govern the overall Partner relationship, eligibility, rewards, attribution, fraud controls, suspension and termination; an accepted reward schedule governs applicable commercial particulars; and this NDA governs confidentiality, restricted use and secure handling.
22.2 For confidentiality only, the more protective consistent obligation in the Partner Programme Terms or this NDA applies to the extent it does not conflict with mandatory law, a lawful disclosure duty or applicable data-processing terms.
22.3 This NDA does not create a reward, expand an Approved Campaign, authorise Customer Data access or collection of money, override Customer or data-subject rights, create agency or a regulated role, weaken privacy duties, or override a campaign-specific restriction.
23.1 A complaint concerning this NDA should be submitted in writing through the contact in clause 27 and should identify the Partner, relevant Approved Campaign or Referral Link or Code, issue, supporting information and outcome sought without including unnecessary Customer Data.
23.2 Each party should preserve relevant evidence, communicate professionally and provide a fair opportunity to respond where urgency does not require immediate protective action.
23.3 If the ordinary process does not resolve the matter, either party may request good-faith escalation to an authorised representative. The parties will attempt resolution for thirty days after written escalation unless urgency or mandatory law requires earlier action.
23.4 If unresolved, either party may refer the dispute to a court or tribunal of competent jurisdiction in Kenya. Small Claims Court jurisdiction is preserved where applicable, as are urgent interim relief and statutory complaint or enforcement routes through the ODPC, Competition Authority of Kenya, Communications Authority of Kenya, law enforcement and other competent bodies.
23.5 A person is not required to exhaust Natcrest's internal process before using an urgent or mandatory statutory route.
24.1 This NDA and every non-contractual obligation arising from it are governed by the laws of the Republic of Kenya.
24.2 Subject to clause 23, courts and tribunals of competent jurisdiction in Kenya may determine disputes. The parties do not agree to mandatory arbitration through this NDA.
25.1 Natcrest may update this NDA prospectively for legal, regulatory, security, operational or Partner Programme reasons. The current version number and effective date will appear on the cover.
25.2 Natcrest will give clear notice of a materially adverse change where practicable or legally required and will require fresh affirmative acceptance where a change materially affects Confidential Information, permitted use, personal-data use, security duties, liability exposure, survival, disclosure rights or dispute rights.
25.3 Continued Partner Portal use does not by itself amount to blanket consent to an unexpected material change.
25.4 An Approved Campaign ordinarily remains governed by the NDA version accepted for that campaign unless law requires otherwise or the parties expressly agree. Natcrest will retain earlier versions and acceptance records for accountability and disputes.
25.5 Natcrest may make an urgent change required by law, a competent authority or a serious security risk with shorter notice, but will explain the change and obtain reacceptance where required.
26.1 Notices. Natcrest may send operational notices to the Partner's verified email address or Partner Portal account. A legal notice to Natcrest must be sent to support@mpenny.ke. A failed delivery notice means receipt has not occurred.
26.2 Assignment. The Partner may not assign, sell, transfer or delegate this NDA, its account or a Referral Link or Code without Natcrest's prior written approval. Natcrest may assign this NDA as part of a genuine restructuring, financing, merger or sale of M-Penny only if the successor assumes Natcrest's applicable obligations and the Partner's material rights are not reduced.
26.3 Entire agreement. The Contract Documents are the entire agreement on the Partner relationship and replace earlier discussions on that subject. Clause 22 determines precedence. Nothing excludes fraud or a written representation on which a party reasonably relied.
26.4 No waiver. A failure or delay to exercise a right is not a waiver. A waiver must be clear and applies only to the specific circumstance for which it is given.
26.5 Severability. If a provision is invalid or unenforceable, it will be limited or removed only to the minimum extent necessary and the remainder will continue. Its lawful commercial purpose should be preserved where possible.
26.6 Third-party rights. A person who is not a party has no contractual right to enforce this NDA. This does not limit a Customer's, data subject's or regulator's independent statutory rights.
26.7 Relationship. The Partner is an independent contractor where a Partner Programme relationship is activated. Nothing creates employment, agency, a legal partnership, joint venture, franchise, fiduciary relationship or authority to bind Natcrest.
26.8 Language and interpretation. The English version controls unless Natcrest expressly states otherwise. Headings assist navigation and do not limit meaning.
26.9 Electronic records and mandatory law. Reliable electronic records may be retained and used as evidence as permitted by law. Nothing in this NDA overrides mandatory privacy, consumer, advertising, competition, employment, tax or other law.
26.10 Survival. A provision intended by its nature or express terms to continue after suspension or termination will survive to the extent necessary to give it effect.
27.1 Natcrest Holdings Company Ltd (trading as M-Penny), Company Registration No. PVT-ZE186LV6, Pride House, Kitengela, Kajiado County, Kenya; P.O. Box 817-00242, Kitengela, Kenya; email: .
27.2 A communication should identify the Partner, relevant Approved Campaign or Referral Link or Code and request without including passwords, PINs, one-time passcodes or unnecessary Customer Data.
Natcrest Holdings Company Ltd (trading as M-Penny) · Nairobi, Kenya · support@mpenny.ke