M-PENNY← BackM-PENNY← BackNatcrest Holdings Company Ltd (trading as M-Penny) · Version 1.0 · Effective from 1 September 2026
1.1 These M-Penny Partner Programme Terms and Marketing Policy (Terms) are issued by Natcrest Holdings Company Ltd, trading as M-Penny (Natcrest), and take effect on the Effective Date stated on the cover.
1.2 They govern an approved individual's or legal entity's participation in the M-Penny Partner Programme. They cover application, verification, Campaign activation, referrals, marketing authority, content, personal data, security, rewards, records, suspension, termination and disputes.
1.3 M-Penny is Natcrest's platform and trading identity, not a separate legal person. The Partner contracts with Natcrest and not with a Customer or Prospective Customer.
1.4 The Partner becomes bound only through the affirmative electronic acceptance process in clause 6. Applying, receiving an invitation or credentials, logging in, using a Referral Link or Code, accessing a demonstration, participating, remaining silent or failing to object does not, by itself, constitute acceptance.
1.5 These Terms do not themselves guarantee approval, activate a Campaign, promise minimum work or earnings, authorise Customer Data access, appoint a processor, authorise direct marketing or expand the M-Penny Service.
2.1 In these Terms, unless the context requires otherwise:
2.1.1 Active and Paying User means an Attributed User whose paid subscription is in force for the relevant Measurement Month and for whom the amount then due has been received as a Verified Payment and has not been refunded, reversed or charged back. A partial payment counts only to the extent expressly accepted by Natcrest under the applicable subscription terms and Campaign Order.
2.1.2 Approved Campaign or Campaign means a marketing, referral or promotional engagement for a Partner that Natcrest and the Partner have affirmatively accepted through a final Campaign Order.
2.1.3 Approved Materials means current content, claims, brand assets or templates that Natcrest has expressly approved for the identified Campaign, version, channel, territory and context, subject to any condition or withdrawal.
2.1.4 Attributed User means an eligible Sign-up attributed to the Partner under clause 9 and not excluded by these Terms or the Campaign Order.
2.1.5 Base Conversion Bonus means the one-off KES 50 reward described in clause 19 and Schedule 2.
2.1.6 Campaign Order means the mutually accepted electronic record containing the Campaign particulars required by clause 7 and Schedule 3.
2.1.7 Contract Documents means the documents identified in clause 3.
2.1.8 Conversion means an eligible Attributed User's first movement from a free or trial status to a paid M-Penny subscription following receipt of the first qualifying Verified Payment.
2.1.9 Conversion Date means the date on which Natcrest receives and reconciles the first qualifying Verified Payment for a Conversion.
2.1.10 Customer means a person or organisation that creates an M-Penny account, subscribes to or uses the Service under the M-Penny Terms of Service.
2.1.11 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.
2.1.12 Demo Account means a controlled, non-production environment that Natcrest approves for an identified Campaign and that contains only approved demonstration or seeded data.
2.1.13 Earned Bonus means a reward that has satisfied the objective eligibility conditions, has been reconciled against Verified Payments, has passed the one-bonus-per-user rule and the Aggregate Cap, and is not subject to a valid withholding, adjustment or clawback under these Terms.
2.1.14 Effective Date means the approved date stated on the cover.
2.1.15 Measurement Month means a calendar month unless the Campaign Order expressly identifies another recorded monthly period.
2.1.16 Net Subscription Revenue means subscription amounts actually received and reconciled by Natcrest for the relevant users and period, exclusive of VAT and net of discounts, credits, refunds, chargebacks, reversals, waived amounts and uncollected amounts, unless the Campaign Order lawfully states a different transparent basis.
2.1.17 Partner means the approved individual or legal entity whose verified Partner Account records affirmative acceptance of these Terms and the applicable Campaign Order. The label is a programme role and does not create a legal partnership.
2.1.18 Partner Account or Portal means any non-public account or partner subsystem that Natcrest actually makes available for approved onboarding, Campaign, referral, performance, communication or reward-administration purposes.
2.1.19 Partner NDA means the separately accepted M-Penny Partner Non-Disclosure Agreement.
2.1.20 Payment Month means the Measurement Month in which the relevant provisional bonuses are calculated and tested against the Aggregate Cap, not the later calendar month in which a payable amount is transferred. For a Sustainability Bonus, it is the third qualifying Measurement Month.
2.1.21 Partner Security Incident means an event described in clause 17.
2.1.22 Prospective Customer means a person or organisation lawfully approached through an Approved Campaign but not yet a Customer.
2.1.23 Provisional Amount means a dashboard, tracking or statement estimate that has not yet become an Earned Bonus.
2.1.24 Quality Conversion Bonus means the conditional 10% reward for a qualifying same-month Sign-up cohort described in clause 19 and Schedule 2.
2.1.25 Referral Link or Code means a unique link, code or token that Natcrest issues for an Approved Campaign to identify or attribute eligible activity.
2.1.26 Service means the accounting-first M-Penny platform, website, applications, live features, content and support that Natcrest makes lawfully available under the M-Penny Terms of Service.
2.1.27 Sign-up means a business that first registers an eligible M-Penny account using the applicable Referral Link or Code, subject to clause 9.
2.1.28 Statement means the payment or Portal record showing the applicable period, attribution, Verified Payments, calculations, adjustments, tax deductions and amount payable.
2.1.29 Sustainability Bonus means the one-off 10% reward on three consecutive qualifying monthly Verified Payments described in clause 19 and Schedule 2.
2.1.30 Verified Payment means a subscription payment actually received, allocated, reconciled and confirmed by Natcrest, excluding a payment that is refunded, reversed, charged back, fraudulent, duplicated or not lawfully collectible.
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. A reference to writing includes a reliable electronic record.
3.1 The Contract Documents are:
3.1.1 these Terms, including the Marketing Policy contained in them;
3.1.2 the Partner NDA;
3.1.3 each accepted Campaign Order and any customised Campaign terms recorded in it;
3.1.4 approved brand, content, claim and channel rules expressly incorporated into the Campaign Order;
3.1.5 applicable Portal and security instructions made available before the relevant activity;
3.1.6 any separately executed data-processing or data-sharing agreement;
3.1.7 the M-Penny Privacy Policy, as a transparency notice; and
3.1.8 the M-Penny Terms of Service only where the Partner separately uses M-Penny as a Customer.
3.2 If the Contract Documents conflict on the same subject, the following order applies: mandatory law; a separately executed data-processing or data-sharing agreement for the authorised processing; the Partner NDA for confidentiality and secure handling; the accepted Campaign Order for that Campaign's commercial particulars; these Terms for the general Partner Programme; the M-Penny Terms of Service for the Partner's separate capacity as a Customer; and the Privacy Policy as a transparency notice.
3.3 The Privacy Policy does not itself create marketing authority, appoint a processor, replace a data-processing agreement or constitute blanket consent. The Terms of Service do not grant Partner authority merely because the Partner is also a Customer.
3.4 A Campaign Order may vary these Terms only if it identifies the provision being varied, states the replacement term and is affirmatively accepted by Natcrest and the Partner. An informal message, unapproved Portal entry, dashboard recommendation, silence or unilateral edit does not vary the Contract Documents.
3.5 No Contract Document may authorise unlawful advertising, Customer Data access without lawful authority, waiver of mandatory consumer or data-subject rights, an unlicensed regulated activity, false regulatory claims, bribery, undisclosed incentives or retrospective reduction of an Earned Bonus.
4.1 The Partner is an independent business participant and controls its lawful method of performance, subject to the Campaign Order, approved claims, platform rules and law. The independent-contractor label does not override the parties' actual relationship or mandatory law.
4.2 Nothing creates employment, agency, legal partnership, franchise, fiduciary relationship or joint venture. The Partner has no authority to:
4.2.1 bind Natcrest or contract with a Customer for Natcrest;
4.2.2 vary M-Penny terms, pricing, subscriptions or product descriptions;
4.2.3 collect Customer payments, receive Customer money, issue a refund or promise a credit;
4.2.4 incur expenditure or liability in Natcrest's name;
4.2.5 make a warranty, admission or commitment for Natcrest;
4.2.6 represent that the Partner is Natcrest staff or speaks for Natcrest; or
4.2.7 provide regulated financial, accounting, audit, tax-agent, legal or statutory-assurance services for or as Natcrest.
4.3 The Partner bears its ordinary operating costs unless the Campaign Order expressly approves a reimbursable expense. No expenditure may be incurred in Natcrest's name without prior written authority.
4.4 No minimum work, exclusivity, retainer, minimum purchase or guaranteed earnings arises unless expressly stated in the Campaign Order. The Partner may work for other businesses but must not misuse Confidential Information, Customer Data, Referral Links or Codes, or M-Penny intellectual property.
4.5 An entity Partner must act through a verified authorised representative. Individual Portal users must use personal credentials, must not share accounts and remain responsible for actions taken through credentials they knowingly permit another person to use.
5.1 Application does not guarantee approval. Natcrest may require information reasonably necessary for identity, authority and payout verification, including, where applicable:
5.1.1 full legal name and, for an entity, registration particulars;
5.1.2 the representative's identity and reliable evidence of authority;
5.1.3 KRA PIN and tax or invoice information where lawfully required;
5.1.4 verified email and contact details;
5.1.5 physical or business address;
5.1.6 an approved payout account held by or lawfully designated for the Partner;
5.1.7 material conflicts of interest;
5.1.8 proposed marketing channels, territory and audience;
5.1.9 a prior enforcement action or platform restriction materially affecting the proposed Campaign; and
5.1.10 acceptance of the applicable Contract Documents.
5.2 Natcrest will apply data minimisation and will not require irrelevant identity, financial or personal information. Ordinary commercial verification is described as identity, authority and payout verification and not as regulated financial-institution KYC unless a legally applicable process requires that description.
5.3 An Admin invitation must have a documented lawful basis and be consistent with the Privacy Policy. Possession of contact details alone does not create authority to invite or market to a person.
5.4 Natcrest may approve, reject, defer or condition an application for legitimate programme, security, compliance, reputation, capacity or conflict reasons. Where appropriate, Natcrest will give a concise reason but need not disclose security controls, privileged material or another person's personal data.
5.5 No Referral Link or Code, Demo Account, Campaign authority, Portal entitlement or brand licence arises before verification, affirmative acceptance and activation under clauses 6 and 7.
6.1 Before activation, Natcrest must make available the identified version of these Terms, the Partner NDA, the Privacy Policy, the applicable Campaign Order and each material brand, content or channel restriction incorporated into the Campaign.
6.2 The Partner must separately, or through clearly separated recorded controls, affirmatively accept these Terms and the Partner NDA. An entity acceptance must be taken by the verified authorised representative.
6.3 None of the following, by itself, is acceptance: opening an application; receiving an invitation or credentials; first or continued login; creation, receipt or use of a Referral Link or Code; access to a public demonstration; continued participation; silence; failure to object; or a checkbox that did not clearly present or link the relevant document.
6.4 At each Partner Portal sign-in, the current production process presents an affirmative acceptance control for the identified Terms, Partner NDA and applicable Campaign record and records the version, date, time, affirmative action and cumulative acceptance count. Login alone is not acceptance. Fresh contractual acceptance is required before initial activation and for a new Campaign or material change where clause 26 requires it; repeat acceptance of an unchanged version confirms the existing record and does not retrospectively vary the Campaign.
6.5 Natcrest must retain reliable records of the Partner's verified identity; entity details; representative identity and authority; account; each Contract Document and version presented; effective date; Campaign Order; date and time of acceptance; affirmative action taken; relevant technical and audit records; later material reacceptance; and the version applicable to each Campaign and payment period.
6.6 Electronic records and electronic signatures may be relied upon as evidence to the extent permitted by Kenyan law. Nothing requires a physical signature, witness or attestation page.
7.1 Every Campaign must have a final Campaign Order or equivalent reliable electronic record affirmatively accepted by Natcrest and the Partner. A Partner's proposed parameters do not become a Campaign until Natcrest approves the final Campaign Order.
7.2 The Campaign Order must contain the particulars in Schedule 3, including Partner identity; Campaign name; dates; permitted channels, territory and audience; deliverables and cadence; Demo Account; Referral Link or Code; attribution rules; reward terms; Aggregate Cap; payout method and timing; approved expenses; content approvals; Partner-created content rights; paid boosting or account whitelisting; restrictions; termination notice; applicable versions; and both parties' affirmative acceptance.
7.3 Natcrest may activate a Campaign only after required verification, acceptance, claim controls, Referral functionality, direct-marketing safeguards, security controls and product-status checks are operational for that Campaign.
7.4 A Campaign Order must not authorise an unlawful advertisement, Customer Data access without a separate lawful arrangement, waiver of data-subject or mandatory consumer rights, unlicensed financial activity, false regulatory claims, disapplication of the Partner NDA, bribery, undisclosed incentives or retrospective reduction of an Earned Bonus.
7.5 No rate, threshold, cap, payout calendar, minimum payout amount or material attribution rule may be introduced after activation unless affirmatively accepted under clause 26. An administrative implementation detail may not contradict the accepted Campaign Order.
8.1 Unless the Campaign Order records customised targets at Partner Account creation, the default programme is one twelve-week Campaign with four target-based stages in Schedule 1: Pilot, Ramp-up, Scale and Consolidate. A stage activates automatically when the preceding stage’s Sign-up and Conversion targets are met. The twelve-week period does not create fixed week allocations for a stage, and no unmet stage advances automatically merely because time has passed.
8.2 The Campaign Order determines the actual deliverables, dates and cadence. The default framework is not a retainer, minimum purchase, guaranteed renewal or guaranteed level of work.
8.3 Paid boosting, collaborations, influencer use, account whitelisting or paid-media access require specific prior approval. Silence or a dashboard recommendation does not amend the Campaign.
8.4 Reaching the overall default target of 19,000 eligible Sign-ups and at least 5,000 Conversions automatically activates Ambassador status, subject to the monthly requirement of at least 1,000 Active and Paying Users. Natcrest may activate Ambassador status below the overall target by a recorded Portal decision or Campaign Order. Ambassador status continues only while the role is active and the applicable conditions are met.
9.1 Subject to this clause, a Sign-up is attributed to the valid Referral Link or Code recorded when the business first registers its eligible M-Penny account. Natcrest must not invent or apply an undisclosed cookie period or tracking technology.
9.2 Attribution is excluded for a duplicate registration, pre-existing Customer, previously attributed lead, fake or test account, expired or disabled Link, prohibited self-referral, related or controlled account created to manufacture rewards, refunded or reversed subscription, or activity obtained through fraud or prohibited incentives.
9.3 If multiple Referral Links or Codes are presented, the first valid code reliably recorded at the first eligible registration controls unless the Campaign Order states a different verified rule. Later substitution is not permitted merely to improve a reward.
9.4 Manual entry or correction is allowed only where Natcrest can verify contemporaneous evidence of the intended referral and the correction does not displace another Partner's valid attribution unfairly. Account migration or a technical re-registration does not create a second Sign-up or Conversion.
9.5 A Sign-up that converts after a free trial remains attributed to the Partner for eligible rewards, but the Quality Conversion Bonus applies only if the first Conversion occurs within the same Measurement Month as the Sign-up under clause 19.
9.6 Natcrest's system records are the primary operational record but are not conclusive against credible evidence of error, fraud or system failure. Natcrest may correct a demonstrable error and must keep the correction record.
9.7 The Partner may raise a specific attribution dispute within fourteen days after the relevant Statement, identifying the Sign-up token or other permitted reference, period, alleged error and supporting evidence without demanding Customer Data. Natcrest will investigate reasonably, explain the outcome and correct a verified error.
9.8 The Partner must not manipulate attribution by creating fake accounts; using bots or scripts; misleading a person into using a code; changing another Partner's attribution; making unauthorised payments for a Sign-up; buying fraudulent traffic; offering an undisclosed or prohibited inducement; dividing one business into multiple accounts; using a controlled business to manufacture rewards; or exploiting a defect.
10.1 The Portal may show only information reasonably necessary to understand Campaign performance and reconcile payments. Where practicable, Natcrest will use aggregate, pseudonymised or tokenised performance information.
10.2 The Portal does not authorise access to Customer accounting or uploaded data, Customer financial or taxpayer records, identity documents, independent reviewer work, staff information, another Partner's data, confidential product information or identifiable prospect or Customer information not genuinely necessary for the Partner function.
10.3 View-only presentation is not a substitute for lawful access control. The Partner must use personal credentials; prevent credential sharing; not scrape, bulk-extract or capture restricted information; not store restricted information in personal cloud, WhatsApp or email; and report excessive or unintended access immediately.
10.4 The Partner must notify Natcrest immediately of a compromised account, suspicious login, lost authentication device or compromised Referral Link or Code and must follow reasonable credential reset and containment directions.
10.5 Portal and Demo access ends when the Campaign or authorised need ends. Natcrest does not promise Portal information or functionality that has not been verified as available.
11.1 During an active Campaign, Natcrest grants the Partner a limited, revocable, non-exclusive, non-transferable and non-sublicensable permission to market M-Penny only through approved channels, in the approved territory, to the approved audience, using current Approved Materials and claims, and in accordance with the Campaign Order, these Terms and law.
11.2 The Partner must not:
11.2.1 appoint a sub-partner, agent, ambassador, influencer or subcontractor without prior written approval and required contractual safeguards;
11.2.2 make commitments in Natcrest's name, alter subscription pricing, promise a discount, refund or free service, or collect payment for Natcrest;
11.2.3 provide or promise tax, legal, financial, investment, accounting, audit or statutory assurance;
11.2.4 claim regulatory approval or impersonate Natcrest staff;
11.2.5 register a company, domain, social-media handle, trade name or advertising account containing or confusingly similar to M-Penny's brand;
11.2.6 bid on an M-Penny trade mark as a search-ad keyword without approval;
11.2.7 create an unauthorised website, application, group or customer-support channel;
11.2.8 use spam, malware, pop-ups, deceptive redirects or dark patterns;
11.2.9 buy fake followers, engagement, reviews, clicks, Sign-ups or Conversions;
11.2.10 run an unauthorised competition, giveaway, prize draw or promotion;
11.2.11 make an unauthorised comparative claim or unlawfully disparage a competitor or identifiable person;
11.2.12 target children or exploit a vulnerable person;
11.2.13 use discriminatory, abusive, defamatory, infringing or unlawful content; or
11.2.14 continue using withdrawn, expired or outdated materials.
11.3 M-Penny is presently an accounting-first platform. The Partner must not advertise or imply that M-Penny currently provides or is licensed to provide digital credit or credit disbursement; deposits, savings or investment products; regulated payment services; production M-Pesa payout functionality not verified as enabled; direct system-to-system eTIMS filing not verified as enabled; tax-agent, legal, audit or statutory-assurance services; guaranteed outcomes or performance; regulator endorsement; ODPC registration before the relevant certificate is issued; or another regulated or future feature not verified as live and lawfully available. Any active ‘File with M-Penny’ service must be described only as an M-Penny-coordinated filing by an independently appointed and authorised CPA tax agent using the exact Approved Materials.
11.4 A demonstration, prototype, roadmap, planned integration or disabled function must never be represented as a live production service. Future regulated functionality may be marketed only after Natcrest verifies that it is operational, lawfully authorised, accurately described and covered by applicable customer terms and privacy documentation.
12.1 Every Campaign communication must be truthful, accurate, current, capable of substantiation, consistent with the live M-Penny product, clear about material conditions, price, trial and recurring subscription status, distinguishable as advertising, understandable to the intended audience, and compliant with the approved platform's advertising and branded-content rules.
12.2 The Partner must clearly and prominently disclose the commercial relationship using 'Paid partnership with M-Penny', 'M-Penny Partner' or an equally clear platform-native disclosure. A vague hashtag, a profile biography or a disclosure hidden after 'more' is not automatically sufficient.
12.3 The Partner must not use false testimonials, fabricated case studies, purchased reviews, atypical results without context, unsubstantiated superlatives, concealed recurring fees, undisclosed incentives, misleading urgency or scarcity, or a claim that a free demonstration can never lead to a later commercial consequence.
12.4 The Partner must not guarantee approval, savings, compliance, tax outcomes, funding, income, returns or business growth, or state that M-Penny replaces an accountant, tax agent, advocate, auditor or regulator.
12.5 Natcrest approval is specific to the approved version, channel, territory and surrounding context. Approval of one item does not approve later edits, another channel or a misleading juxtaposition. Silence is not approval.
13.1 Material Campaign content requires Natcrest’s prior approval through the owner console or another recorded approval channel unless Natcrest has expressly approved a clearly identified category of pre-cleared material. The Partner must retain the approved version and evidence showing when, where and how it was published.
13.2 Natcrest may require correction, qualification, suspension or removal where content is inaccurate or outdated; breaches law or platform rules; creates regulatory risk; misuses intellectual property; omits the paid relationship; exposes personal or confidential information; attracts a credible complaint; or materially harms M-Penny or Customers.
13.3 The Partner must address a lawful takedown request promptly and must act immediately where urgent legal, security, privacy or consumer harm is reasonably identified.
13.4 Before deletion, the Partner must preserve the relevant approved content, publication evidence, metrics and communications where a complaint, dispute, investigation or legal hold applies. Preservation does not authorise continued public display.
13.5 The Partner must not respond publicly to a legal, privacy, regulatory or security complaint on Natcrest's behalf unless expressly authorised.
14.1 Natcrest or its licensors retain ownership of the M-Penny name and marks, Approved Materials, software, interfaces, Demo content, product descriptions, templates, brand assets and other protected material supplied by Natcrest.
14.2 The Campaign licence transfers no ownership; permits no alteration of a mark, confusingly similar registration, merchandising or sublicensing; and ends with the Campaign except for lawful archival evidence. The Partner must follow current brand guidelines and use only current supplied assets.
14.3 The Partner retains ownership of pre-existing material and independently created content, subject to third-party rights. A Campaign Order may identify specifically commissioned content that Natcrest will own or that the Partner will assign to Natcrest.
14.4 For other approved Campaign content, the Partner grants Natcrest a non-exclusive, territory-appropriate, royalty-free licence during the Campaign and a reasonable archival period to display, repost, reproduce and archive that content for the Campaign. Editing, paid boosting, account whitelisting, reuse in another campaign, perpetual advertising, or use of the Partner's name, image, voice or likeness requires express Campaign Order authority.
14.5 The Partner warrants that it has the necessary rights, releases and permissions. Third-party music, video, images, fonts, software, templates, testimonials and likenesses may be used only under a licence permitting the intended commercial use.
14.6 AI-generated or AI-assisted material must be disclosed where law or platform rules require, reviewed by a competent person for accuracy and rights risk, and must not contain Confidential Information, Customer Data or unlawfully obtained personal data.
14.7 Any waiver, consent or non-assertion concerning moral rights applies only to the extent permitted by Kenyan law and only for the uses expressly authorised in the Campaign Order.
15.1 The current Demo Account is a no-login, non-production walkthrough using sample data only. It is ephemeral, clearly watermarked and must contain no real Customer Data. It demonstrates an illustrative user journey and must not be represented as working production software, a live Customer account or evidence that a disabled feature is operational.
15.2 The Partner must not enter real data, process real transactions, remove or obscure the watermark, present the Demo as a live Customer account or working software, display an unapproved feature, bypass a restriction, connect an unauthorised service or attempt to access a production system.
15.3 Natcrest may lawfully and transparently monitor Demo activity to the extent reasonably necessary for security, product operation and Campaign compliance. Monitoring must not be used as authority for unrelated surveillance.
15.4 A credible Demo irregularity may justify proportionate access restriction while Natcrest investigates. Access must be restored where the concern is resolved and the authorised need continues.
15.5 Demo access ends when the Campaign or authorised need ends. A Demo itself does not create a subscription, but a separately and clearly accepted paid subscription or Campaign charge may create a financial obligation under its own terms.
16.1 The default model is that a Prospective Customer follows the Referral Link and provides information directly to Natcrest. The Partner does not receive Customer Data merely because it generated a referral.
16.2 These Terms do not appoint the Partner as Natcrest's processor. The Partner NDA does not authorise Customer Data access. The Privacy Policy is not consent for the Partner to market to any person and does not make the Partner jointly responsible for all Natcrest processing.
16.3 Natcrest must not give the Partner a Customer or prospect list without a separately verified lawful arrangement. The Partner must not upload contact lists, scrape or enrich personal information for M-Penny, or buy, sell, rent or use an unlawfully obtained list.
16.4 Where the Partner independently markets to its own audience, its data-protection role follows the actual purposes and means of processing. The Partner must establish and document the applicable lawful basis before processing and must not assume that consent is the universal lawful basis.
16.5 For direct marketing, the Partner must:
16.5.1 identify the sender and commercial purpose transparently;
16.5.2 obtain and retain the data subject's specific and express consent to the commercial use of their personal data for direct marketing, unless that use is expressly authorised by written law and the data subject was informed of it when the data was collected;
16.5.3 use only the minimum necessary information;
16.5.4 provide an easy and effective opt-out in the relevant channel;
16.5.5 honour an objection to direct marketing immediately and maintain suppression controls;
16.5.6 not use bought, scraped, rented or unlawfully obtained lists;
16.5.7 not run automated calls, SMS, email, WhatsApp or messaging campaigns without verified legal authority and Natcrest approval;
16.5.8 not disclose prospect information to Natcrest unless the disclosure is lawful, transparent and reasonably expected;
16.5.9 delete or anonymise information securely when the authorised purpose ends, subject to lawful record retention; and
16.5.10 escalate rights requests, complaints and data incidents promptly without obstructing the data subject.
16.6 If a Campaign requires the Partner to process personal data on Natcrest's behalf, the parties must execute appropriate data-processing terms and documented instructions before that activity or access begins. Customer-controlled personal data may be disclosed only after required Customer authority, notice and processor or subprocessor arrangements are in place.
16.7 The Partner must not target children for direct marketing or profile a child for advertising. The Partner must take proportionate care not to exploit a person whose vulnerability is apparent or should reasonably be known.
17.1 A Partner Security Incident includes actual or suspected unauthorised disclosure or access; credential compromise; loss of a device containing protected information; misdirected communication; unauthorised list upload; scraping or bulk extraction; disclosure through an unapproved AI service; exposure of prospect information; compromise of a Referral Link, Code or Campaign account; or another event affecting personal data, Confidential Information, Portal security or Campaign records.
17.2 The Partner must notify Natcrest immediately after awareness and, in every event, within twenty-four hours after awareness, using the approved incident channel or support@mpenny.ke if that channel is unavailable.
17.3 The notice must provide available facts without delay, including discovery time, affected systems or information, likely persons affected, containment taken and a secure contact. The Partner must provide continuing updates, contain and mitigate the incident, preserve evidence and cooperate reasonably.
17.4 The Partner must not conceal an incident, destroy evidence, contact affected persons, the press or a regulator on Natcrest's behalf, or admit liability for Natcrest without authority. The Partner's own mandatory legal duties remain preserved.
17.5 The responsible controller or processor will assess statutory notification obligations. These Terms do not state that every Partner Security Incident is automatically reportable to the ODPC or affected persons.
18.1 The Partner must comply with applicable Kenyan law, the Campaign Order, current Approved Materials, applicable platform rules and lawful directions concerning consumer protection, advertising, intellectual property, privacy, cyber security, tax records and fair competition.
18.2 The Partner must comply with Kenyan anti-bribery law and must not offer, request, authorise, receive or conceal a bribe, facilitation payment, secret commission, kickback, payment to a public official, undisclosed Customer inducement, falsified invoice, disguised marketing expenditure, improper gift or payment channelled through a third party.
18.3 The Partner must disclose a material conflict of interest and a suspicious request connected with the Campaign. The Partner must not offer a benefit in Natcrest's name without approval.
18.4 The Partner must not access, interfere with, probe, damage, overload, reverse engineer or exploit a M-Penny system, Referral mechanism or another person's account except to the extent mandatory law permits and a lawful security-testing arrangement expressly authorises.
18.5 No generic foreign sanctions regime applies merely by reason of these Terms. A Campaign Order may include a specifically applicable legal restriction only where Natcrest has verified its relevance.
19.1 The default commercial terms in this clause and Schedule 2 apply unless the Campaign Order records customised terms at Partner Account creation. The current paid plans used for reward calculations are Growth at KES 499 per month and Pro at KES 1,999 per month, subject to the Customer’s actual Verified Payment and Net Subscription Revenue. A Campaign Order may replace a rate or target prospectively but must state the replacement objectively and may not reduce an Earned Bonus retrospectively.
19.2 Reward status is distinguished as follows:
19.2.1 tracking data is provisional operational information;
19.2.2 an accrued amount has been calculated but is not yet verified;
19.2.3 an Earned Bonus has satisfied the objective conditions, reconciliation, one-bonus-per-user rule and Aggregate Cap;
19.2.4 an approved amount has completed Natcrest's documented approval control;
19.2.5 a payable amount is due under clause 20 after any lawful tax deduction and required payment document; and
19.2.6 a paid amount has been transferred to the verified payout account.
19.3 Base Conversion Bonus. For each eligible Attributed User who first Converts, the provisional Base Conversion Bonus is KES 50. It is paid once for that user and does not recur.
19.4 Quality Conversion Bonus. For each Measurement Month, S is the number of eligible Sign-ups first registered in that month and C is the number of those Sign-ups whose first Conversion Date falls within the same month. The Conversion Rate is C divided by S, multiplied by 100. If S is zero, no Quality Conversion Bonus arises. If S is at least one and the Conversion Rate is at least 50%, the provisional Quality Conversion Bonus is 10% of Net Subscription Revenue actually received in that month from the C qualifying users.
19.5 The Quality Conversion Bonus has no minimum Sign-up floor. A one-Sign-up and one-Conversion month therefore satisfies the 50% threshold, subject to every other eligibility rule. A Sign-up converting after month-end remains attributed for other eligible rewards but does not retrospectively qualify that earlier cohort for the Quality Conversion Bonus.
19.6 Sustainability Bonus. An eligible Attributed User qualifies after three consecutive monthly subscription periods for which the full qualifying amount due has become a Verified Payment. The provisional bonus is 10% of the sum of those three Net Subscription Revenue amounts, credited once in the third qualifying month. It is one 10% calculation on the three-payment sum, not 10% in each month or 30%.
19.7 A missed, refunded, reversed or charged-back qualifying payment breaks the sequence. A later payment begins a new sequence unless the reversal is corrected as a genuine processing error. A payment covering more than one subscription period is allocated to the relevant periods under the Customer's subscription record and does not create artificial consecutive months.
19.8 Ambassador Bonus. It activates automatically when the Partner reaches the overall Campaign conversion target stated in clause 8 and Schedule 1, or earlier if Natcrest records a discretionary activation through the Portal or Campaign Order. For every Measurement Month, the Partner must have at least 1,000 Active and Paying Users at the Statement cut-off. The provisional bonus is 10% of Net Subscription Revenue received for the earliest 1,000 such users by Conversion Date.
19.9 If a user in the first-1,000 pool lapses, is refunded or ceases to be Active and Paying, that user is removed for the month and replaced by the next earliest eligible Active and Paying User. If fewer than 1,000 remain at cut-off, no Ambassador Bonus arises for that month. Eligibility may resume in a later month if the threshold is restored and the Ambassador activation remains in force.
19.10 Ambassador rewards continue beyond the initial twelve weeks only if the accepted Campaign Order expressly states the Ambassador duration and remains active. No reward accrues after Campaign or Referral authority ends except a reward already earned from pre-termination activity.
19.11 One bonus per user per month. Natcrest first calculates each provisional bonus for each user, then retains only the single highest monetary bonus applicable to that user for that month. If two amounts are equal, only one is counted. Base and Quality are compared in the Conversion month; Sustainability is compared in the third qualifying month; and Ambassador is compared in any month in which it applies.
19.12 Aggregate Cap. After the per-user comparison, the selected bonuses are aggregated. Unless the Campaign Order records a different cap at Partner Account creation, total Earned Bonuses for a Payment Month may not exceed 20% of the Net Subscription Revenue generated by that Partner’s eligible Attributed Users and received in that same month.
19.13 For the Aggregate Cap, Cap Revenue is only the Net Subscription Revenue received in the Payment Month from that Partner’s eligible Attributed Users. Earlier monthly payments used to calculate a provisional Sustainability Bonus are not added again to Cap Revenue. A Sustainability Bonus may therefore be reduced by the current-month cap.
19.14 If selected bonuses exceed the Aggregate Cap, they are reduced proportionately across affected users unless the Campaign Order states another objective, non-discriminatory allocation rule. An amount excluded by the accepted cap does not carry forward. A delayed payment caused only by Natcrest's processing or a system correction is not treated as cap forfeiture.
19.15 No bonus arises on refunded, reversed, fraudulent or uncollected revenue; no user or payment may be counted twice; and no amount beyond the accepted cap is payable. Genuine arithmetic or system errors must be corrected.
20.1 Natcrest will reconcile each Measurement Month against Verified Payments and issue a Statement or equivalent Portal record showing the material calculation inputs, Provisional Amounts, Earned Bonuses, adjustments, deductions and amount payable.
20.2 A dashboard estimate is not an admission or final entitlement, but Natcrest must not reject an objectively Earned Bonus at unrestricted discretion. A rejection or adjustment must identify the reason and calculation basis sufficiently for a specific dispute.
20.3 The Partner must raise a specific calculation dispute within fourteen days after the Statement. Natcrest will investigate in good faith, correct a verified error and pay the undisputed balance. Fraud or a concealed error may be addressed when reasonably discovered despite expiry of that period.
20.4 Unless the Campaign Order states a different pre-disclosed calendar, bonuses are calculated after each calendar month and an approved payable amount is paid no later than the end of the following calendar month, subject to receipt of a lawful invoice, tax document or identity confirmation genuinely required for payment.
20.5 The Campaign Order must state whether payment is initiated automatically or after a Partner payout request. A minimum payout threshold applies only if stated before Campaign acceptance and must provide a definite carry-forward and payment rule. It cannot be introduced after accrual to delay payment indefinitely.
20.6 Payments are made in KES only to the verified Partner payout account. The default payout method is M-Pesa B2C once Natcrest confirms its production activation; until then, or where M-Pesa B2C is unavailable for a verified Partner, Natcrest may use another lawful verified method recorded in the Campaign Order or Portal. Payout timing remains governed by clause 20.4.
20.7 The Partner is responsible for its own income and business taxes. Natcrest may deduct and remit withholding tax or another deduction required by law and will provide the applicable withholding certificate or legally required record. No fixed withholding rate is stated because the lawful treatment may depend on the Partner and payment category.
20.8 VAT, invoice requirements and transaction charges are treated according to applicable law and the accepted Campaign Order. No arbitrary administrative fee or unexplained deduction is permitted.
20.9 Natcrest may withhold a genuinely disputed amount while paying the undisputed balance. Set-off is permitted only against a due, documented and properly established amount, with notice. The Partner must not collect Customer payments unless a separate verified arrangement expressly authorises it.
21.1 A clawback or withholding is permitted only for a refund; chargeback; payment reversal; duplicate payment; fraud; fake or self-controlled account; prohibited incentive; attribution manipulation; material Partner breach directly affecting the reward; system or calculation error; or payment made when the stated eligibility conditions were not satisfied.
21.2 Natcrest must have reasonable evidence and give written or Portal notice stating the affected period, amount, event and calculation basis. The Partner must have fourteen days to raise a genuine error unless urgent fraud, security or regulatory risk requires immediate protective suspension.
21.3 Recovery must be proportionate to the affected reward, avoid double recovery, mitigate loss where reasonable and leave undisputed balances payable. If a clawback is shown to be wrong, Natcrest must reverse it and correct the relevant Statement promptly.
21.4 Immediate protective suspension does not deem an allegation proven. Natcrest must review the concern reasonably and restore access or release an amount where the concern is resolved.
21.5 A properly established clawback may be set off under clause 20. Debt recovery applies only after the amount is established, notice and the dispute opportunity have been given, and the amount remains unpaid.
21.6 Later discovery of fraud may justify correction after payment. Termination does not prevent a lawful later clawback but does not itself create forfeiture.
22.1 Natcrest may maintain proportionate application and verification records; acceptance records; Referral records; Campaign and Portal logs; content approvals and publication evidence; performance, attribution, payment and tax records; complaints, incidents and fraud-prevention records; and reasonable compliance evidence.
22.2 A verification or audit must relate to the Campaign, be proportionate, avoid unnecessary access to unrelated personal or business information, protect privilege and third-party confidentiality, use secure channels and give reasonable notice unless credible fraud or urgency justifies otherwise. It does not authorise access to unrelated personal accounts or devices.
22.3 The Partner must retain Campaign records for the period required by law or the applicable Campaign Order. Natcrest must not impose an arbitrary retention period inconsistent with its documented retention schedule.
22.4 On a credible product, privacy, payment, advertising or consumer complaint, the Partner must stop a challenged claim where continued use creates a material legal or consumer risk; preserve the content, approval and publication evidence; forward the complaint promptly; and avoid admitting liability or promising a remedy for Natcrest.
22.5 The Partner must cooperate with lawful investigations, provide truthful information and maintain confidentiality. Nothing requires concealment of unlawful conduct, obstruction of a regulator or disclosure of privileged legal advice.
22.6 Any person's right to complain to the ODPC, Competition Authority of Kenya, Communications Authority of Kenya, Central Bank of Kenya, KRA, police, a court or another competent authority is preserved.
23.1 A Campaign expires on its stated end date unless renewed by a mutually accepted Campaign Order. Natcrest may suspend or cancel a Campaign at any time by written or recorded Portal notice, including for commercial, operational, legal, product or risk reasons. The Partner may terminate for convenience on fourteen days’ written notice unless the Campaign Order states another reasonable period. Any suspension or cancellation remains subject to final reconciliation and payment of objectively Earned Bonuses under clauses 20 and 23.6.
23.2 For a remediable material breach, the non-breaching party may give notice describing the breach and allowing seven days to remedy it. If it is not remedied within that period, the Campaign may be terminated immediately by further notice.
23.3 A party may terminate immediately for an irremediable material breach. Natcrest may impose immediate protective suspension for credible fraud, data or security risk, misleading advertising, unauthorised regulatory claims, bribery, unlawful conduct or serious and objectively supportable reputational harm.
23.4 During suspension, Natcrest may restrict Portal or Demo access, disable Referral Links or Codes, pause affected payments, withdraw materials and require takedown or evidence preservation. The measures must be proportionate and must be reviewed. Access or payments must be restored where the concern is resolved.
23.5 On expiry or termination:
23.5.1 Campaign and marketing authority ends and Referral Links or Codes and Demo access may be deactivated;
23.5.2 the Partner must stop representing an association with M-Penny, cease brand use and remove Campaign materials, subject to evidence preservation;
23.5.3 each party must return, restrict or delete Confidential Information and personal data as the Partner NDA, applicable data terms and law require;
23.5.4 Natcrest must complete a final reconciliation and pay Earned Bonuses, subject to lawful tax, set-off and later clawback;
23.5.5 no new reward accrues after the effective end except where separately accepted Ambassador terms expressly preserve post-Campaign accrual; and
23.5.6 Partner-created content remains governed by the licence and archival terms expressly accepted for that content.
23.6 Natcrest may not confiscate an objectively Earned Bonus merely because the relationship ends. Termination is without prejudice to accrued rights, proven claims and obligations that genuinely survive.
24.1 Each party is responsible for loss proved to have been caused by its breach, negligence, fraud, wilful misconduct or violation of law, subject to proof, causation, foreseeability, mitigation and no double recovery.
24.2 Neither party is liable for indirect or consequential loss that was not reasonably foreseeable when the relevant Campaign was accepted. Loss of profit, opportunity, goodwill or data is not excluded to the extent it is a direct and reasonably foreseeable result of the proven breach.
24.3 Payment obligations are not excluded. Natcrest is not liable merely because an honest Portal estimate is corrected through reconciliation and does not guarantee uninterrupted Referral tracking, but must use reasonable care in operating and correcting attribution and payment processes.
24.4 Subject to clause 24.5, each party's aggregate liability arising from a Campaign, excluding the obligation to pay an Earned Bonus or approved reimbursable expense, is limited to the greater of KES 100,000 and the total Bonuses paid or payable under that Campaign in the twelve months preceding the event giving rise to the claim.
24.5 The cap and exclusions do not apply to fraud, bribery, wilful misconduct, deliberate infringement, deliberate or reckless misuse of personal data or Confidential Information, death or personal injury caused by negligence, or liability that mandatory law does not permit a party to limit. No provision excludes a mandatory consumer, data-subject, employment or statutory right.
24.6 The Partner indemnifies Natcrest against a third-party claim or clearly defined direct regulatory loss, to the extent lawfully recoverable, caused by the Partner's unlawful advertising, unauthorised representation, infringement, bribery, personal-data breach, fraud or material breach. The indemnity excludes loss caused by Natcrest's own breach, unlawful instruction or material contribution.
24.7 The indemnified party must give prompt notice, permit reasonable control of the defence where lawful, cooperate and mitigate. No settlement may impose liability, admission, non-monetary obligation or reputational statement on the indemnified party without its prior reasonable consent.
24.8 An indemnity is subject to the aggregate cap unless clause 24.5 applies. There are no punitive damages, automatic penalties, conclusive presumptions or indemnification for Natcrest's own unlawful conduct.
25.1 These Terms begin when affirmatively accepted and continue while a Campaign, unresolved reconciliation, outstanding lawful payment, suspension or surviving obligation remains, unless terminated under clause 23.
25.2 Clauses concerning confidentiality and secure handling under the Partner NDA, intellectual property, records, payment and tax, clawbacks, complaints, liability, dispute resolution, evidence and any provision that by its nature must continue survive only for the period and purpose reasonably required.
25.3 No marketing, Referral, Demo, Portal or brand authority survives unless an accepted Campaign Order expressly and lawfully states otherwise.
26.1 Natcrest may propose prospective updates for legal, security, product or programme reasons. It must give clear notice, identify the new version and retain prior versions and the version applicable to each Campaign and payment period.
26.2 Fresh affirmative acceptance is required for a material change affecting Campaign economics, attribution, permitted marketing, personal-data processing, liability, termination, intellectual property or disputes. Continued login, use, participation or silence is not acceptance.
26.3 A minor administrative or legally required clarification may take effect on notice only where it does not materially prejudice the Partner. No update may reduce an Earned Bonus retrospectively.
26.4 If the Partner does not accept a required material change, the existing terms continue for the existing Campaign until its agreed end or lawful termination, unless mandatory law requires earlier action. A new Campaign must use the then-accepted version.
27.1 A party should submit a dispute in writing to the contact in clause 29, identifying the Partner, Campaign, issue, supporting information and outcome sought without including unnecessary Customer Data or credentials.
27.2 The parties will attempt in good faith to resolve the dispute for up to thirty days after receipt. This process does not delay urgent interim relief, a statutory deadline, a specific payment-calculation challenge under clause 20 or a lawful report to an authority.
27.3 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 the jurisdictions and complaint routes of the ODPC, Competition Authority of Kenya, Communications Authority of Kenya, Central Bank of Kenya, KRA, police and other competent bodies.
27.4 These Terms, each Campaign and any non-contractual obligation arising from them are governed by the laws of the Republic of Kenya. There is no mandatory arbitration, arbitration-or-court alternative or compulsory mediation.
28.1 Notices. A notice must be sent through a recorded Portal notice or to the verified email or physical address in the Campaign Order. A legal notice to Natcrest may also be sent to support@mpenny.ke and the address in clause 29. A notice is effective when reliable delivery is recorded, subject to mandatory law.
28.2 Assignment. The Partner may not assign, sell, transfer or encumber these Terms, a Campaign, Referral Link or Code, Portal account or payment right without Natcrest's prior written approval. Natcrest may assign as part of a genuine restructuring, financing, merger or sale of M-Penny if the successor assumes the applicable obligations and the Partner's material rights are not reduced.
28.3 Subcontracting. The Partner may not subcontract or appoint another marketer, influencer, agent or processor without prior written approval and every required contract, verification and data safeguard. Natcrest may use service providers for its obligations but remains responsible to the extent required by law and contract.
28.4 Entire agreement. The Contract Documents are the entire agreement on the Partner Programme and supersede prior discussions on the same subject. They do not supersede an unrelated Customer, employment or supplier agreement except to the extent expressly stated.
28.5 No waiver. Delay or failure to exercise a right is not a waiver. A waiver must be specific and recorded in writing.
28.6 Severability. If a provision is unlawful or unenforceable, it will be limited or severed only to the minimum necessary, and the remainder continues. The parties will replace it with a lawful term closest to the original commercial purpose.
28.7 Remedies. Rights and remedies are cumulative but do not permit double recovery for the same loss.
28.8 Third-party rights. These Terms create no contractual enforcement right for a Customer or other third party, without limiting mandatory law, data-subject rights or a competent authority's powers.
28.9 Electronic records. Reliable electronic records, logs, notices, Statements and acceptances may be stored and relied upon in accordance with Kenyan law. A record may be challenged with credible evidence of error, fraud or system failure.
28.10 Governing language. English governs. A translation may be supplied for accessibility but does not displace the accepted English version unless mandatory law requires otherwise.
28.11 Force majeure. A party is not liable for delay caused by an event beyond its reasonable control, including widespread telecommunications, electricity, cloud or government-system outage, natural disaster, civil disturbance, government action or a cyberattack not caused by failure to use reasonable safeguards. The affected party must notify the other where practicable, mitigate and resume performance. Payment already due and urgent consumer, security or legal action are not excused where performance remains reasonably possible.
28.12 Mandatory law prevails. Nothing limits a right or duty that cannot lawfully be limited, prevents lawful reporting or requires disclosure of privileged legal advice.
29.1 Operator: Natcrest Holdings Company Ltd (trading as M-Penny), Company Registration No. PVT-ZE186LV6.
29.2 Physical address: Pride House, Kitengela, Kajiado County, Kenya.
29.3 Postal address: P.O. Box 817–00242, Kitengela, Kenya.
29.4 Email: support@mpenny.ke.
29.5 A communication should identify the Partner, relevant Campaign and request without including passwords, PINs, one-time passcodes or unnecessary Customer Data.
This schedule states the default twelve-week, target-based framework. The Campaign Order may customise targets per Partner at Account creation and determines the actual dates, deliverables, cadence and approvals. Ambassador activates under clause 19.8 when the overall conversion target is met or earlier by Natcrest’s recorded discretion.
| Stage | Activation | Default stage targets | Operating position |
|---|---|---|---|
| Pilot | Target-based stage within the 12-week Campaign | 2,500 eligible Sign-ups; 500 Conversions | Opening stage; advances automatically when both targets are met. |
| Ramp-up | Activates after Pilot targets are met | 4,000 eligible Sign-ups; 1,000 Conversions | Build qualified reach using approved content and channels. |
| Scale | Activates after Ramp-up targets are met | 5,500 eligible Sign-ups; 1,500 Conversions | Increase qualified acquisition under Campaign controls. |
| Consolidate | Activates after Scale targets are met | 7,000 eligible Sign-ups; 2,000 Conversions | Complete the overall 19,000 Sign-up and 5,000 Conversion targets. |
Each stage activates automatically when both targets for the preceding stage are verified. An unmet stage does not advance merely because time passes.
The default totals are 19,000 eligible Sign-ups and at least 5,000 Conversions across the four stages. Any customised target must be recorded before activation.
Paid boosting, collaboration, whitelisting or influencer use continues to require specific prior approval.
Natcrest may suspend or cancel the Campaign under clause 23. The framework creates no minimum work, retainer, guaranteed renewal or guaranteed earnings.
31.1 A. Default reward mechanics
| Reward | Objective trigger | Rate or amount | Timing and lifecycle |
|---|---|---|---|
| Base Conversion Bonus | Eligible Attributed User first Converts. | KES 50 once per user. | Compared with any Quality Bonus for that user in the Conversion month; paid once, then expires. |
| Quality Conversion Bonus | S ≥ 1 and C ÷ S ≥ 50%, where S is eligible Sign-ups first registered in the month and C is those Sign-ups first Converting in that same month. | 10% of that month's Net Subscription Revenue from the C qualifying users. | Same-month cohort only; no carry-over. One Sign-up and one Conversion qualifies, subject to other rules. |
| Sustainability Bonus | Three consecutive monthly qualifying Verified Payments by an eligible Attributed User. | 10% of the sum of the three Net Subscription Revenue amounts; not 30%. | Credited once in the third qualifying month, then expires for that user. |
| Ambassador Bonus | Automatic on the overall Campaign conversion target, or earlier by Natcrest’s recorded discretion, and at least 1,000 Active and Paying Users at monthly cut-off. | 10% of Net Subscription Revenue from the earliest 1,000 Active and Paying Users by Conversion Date. | Monthly while the role remains active and the threshold is met. Lapsed users are replaced by the next earliest eligible active user. |
31.2 B. Calculation sequence
Calculate Base, Quality, Sustainability and Ambassador amounts provisionally for each eligible user.
For each user in that month, retain only the single highest monetary amount; if equal, retain one only.
Aggregate the selected per-user amounts.
Apply the accepted Aggregate Cap to current-month Net Subscription Revenue under clauses 19.12 and 19.13.
Remove or adjust refunded, reversed, fraudulent, duplicated or otherwise ineligible amounts.
Apply lawful tax deductions and issue the Statement and payment record.
31.3 C. Worked examples
| Example | Calculation | Result |
|---|---|---|
| One-user Quality month | S = 1 and C = 1. Conversion Rate = 100%. Growth Net Subscription Revenue = KES 499. Base = KES 50; Quality = 10% × 499 = KES 49.90. | Only the higher KES 50 Base amount is selected for that user; the bonuses are not stacked. |
| Cohort at 60% | S = 10 and C = 6. Six Growth users each generate KES 499, so Net Subscription Revenue is KES 2,994. Quality = KES 299.40; aggregate Base = KES 300. | Only the higher aggregate Base amount of KES 300 is selected, subject to verification and the current-month Aggregate Cap. |
| Sustainability | One Pro user generates KES 1,999 in each of three consecutive months. Provisional Sustainability = 10% × (1,999 + 1,999 + 1,999) = KES 599.70. | It is considered once in month three. If this is the only current-month revenue for the Partner, the 20% current-month cap is KES 399.80, so no more than KES 399.80 is earned. |
| Aggregate Cap | Current-month eligible Net Subscription Revenue is KES 100,000. The default 20% cap is KES 20,000. Selected bonuses total KES 26,000. | Earned Bonuses are reduced proportionately to KES 20,000. The KES 6,000 excess is not paid and does not carry forward. |
The illustrations use the confirmed Growth price of KES 499 per month and Pro price of KES 1,999 per month as at the Effective Date. Actual rewards use Net Subscription Revenue from the Customer’s Verified Payment.
Every item below must be completed, marked not applicable with a reason, or expressly incorporated from an identified record before activation. A Partner proposal is not accepted until both parties affirmatively accept the final Campaign Order.
| Required item | Campaign-specific entry required before activation |
|---|---|
| Partner identity | Full legal name, entity number where applicable, verified representative and authority record. |
| Campaign identity | Campaign name, objective and unique Campaign reference. |
| Term | Start date, end date, four stage targets and any Ambassador duration or role condition. |
| Scope | Permitted channels, territory, approved audience, deliverables and cadence. |
| Product status | Verified live features and exact approved descriptions; excluded, disabled, roadmap and regulated features. |
| Claims and materials | Approved claim set, material versions, content-approval process and takedown contact. |
| Commercial disclosure | Required paid-partnership wording and platform-native disclosure tools. |
| Referral and attribution | Referral Link or Code, activation and end date, system rule, corrections, exclusions and Statement cut-off. |
| Demo Account | Approved access, features, data, monitoring notice, limitations and end date; or not applicable. |
| Rewards | Adopt Schedule 2 or state each replacement rate, formula, denominator, threshold, cap and lifecycle. |
| Payout | Month-end calculation; payment by the end of the following month; verified M-Pesa B2C or lawful alternative; invoice, VAT, withholding and transaction-charge treatment. |
| Expenses | Approved reimbursable expenditure, evidence, cap and approval authority; or none. |
| Partner-created content | Ownership, Campaign licence, editing, reposting, boosting, whitelisting, reuse, name/likeness and archival rights. |
| Third parties | Approved influencers, subcontractors or agents and required confidentiality, advertising, data and IP controls; or none. |
| Personal data | Default direct-to-Natcrest referral model, or separately identified lawful processing and required data agreement. |
| Security | Approved systems, incident-reporting channel and access restrictions. |
| Termination | Natcrest suspension or cancellation notice, Partner convenience notice and Campaign-specific wind-down steps. |
| Document versions | Version and effective date of these Terms, Partner NDA, Privacy Policy, claim rules and any separate data terms. |
| Variations | Each clause varied and exact replacement wording; or none. |
| Affirmative acceptance | Natcrest acceptance record and Partner acceptance record, including identity, date, time and affirmative action. |
| Area | Required position | Prohibited or controlled conduct |
|---|---|---|
| Paid relationship | Use 'Paid partnership with M-Penny', 'M-Penny Partner' or equally clear platform-native wording, placed prominently. | Hidden, vague or biography-only disclosure; an unexplained hashtag; disclosure placed after 'more'. |
| Product status | Describe only verified live accounting-first features using current Approved Materials. | Presenting a demo, prototype, roadmap, disabled integration or future feature as live. |
| Regulated services | State only the exact approved exclusion or status wording. | Claims of digital credit, deposits, investments, regulated payments, tax-agent, legal, audit, assurance, regulator approval or endorsement without verified authority. |
| M-Pesa and eTIMS | Use only Natcrest-approved wording that distinguishes readiness, reconciliation, CPA-coordinated filing and planned integration from verified production functionality. | Claiming live M-Pesa payout or direct system-to-system eTIMS filing unless Natcrest has confirmed production status; describing Natcrest as the tax agent. |
| Price and subscription | State current approved price, trial conditions and recurring status clearly. | Concealing recurring fees, inventing discounts, refunds, free services or misleading a person about commercial consequences. |
| Results and testimonials | Use substantiated, authorised and representative material with necessary context. | Guarantees, fabricated case studies, false testimonials, purchased reviews, fake engagement or atypical outcomes without context. |
| Content rights | Use approved assets and commercially licensed third-party material; secure releases. | Unlicensed music, video, images, fonts, templates, software, testimonials or likenesses. |
| AI-assisted content | Disclose where required; review for accuracy, bias, confidentiality and rights risk. | Uploading Confidential Information, Customer Data or unlawfully obtained personal data to an unapproved AI service. |
| Direct marketing | Use a documented lawful basis, transparency, minimum data and effective opt-out; honour objections immediately. | Bought or scraped lists; unauthorised automated calls, SMS, email, WhatsApp or messaging; repeat contact after objection. |
| Channels and paid media | Use only accepted channels, territory, audience and accounts. | Unauthorised boosting, whitelisting, influencer, keyword bidding, website, app, group, support channel, competition or giveaway. |
| Conduct | Communicate accurately, respectfully and lawfully. | Spam, malware, redirects, discrimination, abuse, unlawful disparagement, targeting children or exploiting vulnerable persons. |
| Approval and evidence | Retain the approved version, approval record and publication evidence. | Treating silence as approval, altering approved content materially or deleting evidence subject to complaint or legal hold. |
Natcrest Holdings Company Ltd (trading as M-Penny) · Nairobi, Kenya · support@mpenny.ke