M-Penny Marketing & Partnership Policy

Natcrest Holdings Company Ltd (trading as M-Penny) | Version 1.0 - 19 June 2026

This Marketing & Partnership Policy ("Policy") governs the relationship between Natcrest Holdings Company Ltd, a company incorporated in Kenya, trading as M-Penny ("M-Penny", "we", "us"), and any person or entity that applies to become or acts as a marketing partner ("Partner", "you"). By creating a partner account, ticking acceptance in the platform, or generating or using a referral code, you confirm that you have read, understood and agree to be legally bound by this Policy and the Non-Disclosure Agreement (clause 13). Where a customised campaign agreement is accepted by both parties in the platform, it forms part of this Policy and, to the extent of any conflict, prevails for that campaign only.

1. Definitions

• "Admin / Console": M-Penny's owner/operator and the administrative console used to approve, manage and pay partners.
• "Portal": the partner self-service area where a Partner monitors performance and requests payouts.
• "Referral Code / Link": the unique code or link issued to a Partner after approval, used to attribute Sign-ups.
• "Sign-up": a business that registers on M-Penny using the Partner's Referral Code or Link.
• "Conversion": a Sign-up that pays for a M-Penny Subscription (i.e. moves from free/trial to a paid plan).
• "Conversion Rate": Conversions divided by Sign-ups for a Referral Code in a stated period.
• "Subscription": the recurring fee paid by a business for a paid M-Penny plan.
• "Campaign": the agreed marketing engagement, its stages, start and end dates and any customised terms.
• "Demo Account": a non-transacting account that lets the Partner demonstrate M-Penny without financial obligation.
• "Verified Payment": a Subscription payment actually received, reconciled and confirmed by M-Penny.
• "Bonus / Commission": any amount payable to the Partner under clause 8.
• "Ambassador": a Partner whose Ambassador role has been activated under clause 8.4.

2. Nature of the relationship

The Partner is an independent contractor. Nothing in this Policy creates an employment relationship, a legal partnership, agency, franchise or joint venture between the parties. The Partner has no authority to bind, make representations for, or incur liabilities on behalf of M-Penny. The Partner bears its own costs and is solely responsible for its own taxes (clause 9). A Partner need not be a paying M-Penny user.

3. Becoming a partner - account opening and verification (KYC)

There are two routes to a partner account:

• Self sign-up: the Partner starts the sign-up on the landing page or partner portal. A Referral Code is generated ONLY after Admin sign-off. Pending applications are visible to Admin and may be approved or rejected, with reasons.
• Admin-invited: where Admin already holds the Partner's details, Admin may generate a link and send it to the Partner to complete sign-up in the partner portal.

On account opening the platform captures, and the Partner warrants the accuracy of: (a) personal/entity details (full legal name, and KRA PIN and/or identification); (b) address details (city/town, county, country); and (c) payout/billing details (M-Pesa number, Paybill or Till). Only one verified email address is permitted per account. A Referral Code is issued only after approval and acceptance of this Policy and the NDA. Before sign-up, a Partner who is not agreeable to the standard terms may, through the pre-sign-up enquiry, request enhanced or customised terms; sign-up may proceed only if Admin approves.

4. Acceptance, customisation and binding effect

During account creation this Policy and the NDA are presented to be read and accepted (ticked) before the Partner may proceed. The Partner must also tick acceptance of the applicable policy at each sign-in. During sign-up the Partner may customise campaign parameters; once both parties accept the customised terms in the platform, those terms become the agreed and binding terms for that Campaign, are visible to that Partner, and the platform records that both parties have accepted. Once accepted, the agreement is binding and either party may enforce it (sue or be sued).

5. Campaign framework

The default framework is a twelve (12) week campaign in four stages (Schedule 1). The Partner or Admin may customise the framework during account creation, including the start date and end date, which the Partner must specify. Admin and the Partner may agree to repeat a stage where performance is below par; the dashboard shows stage performance and recommendations.

6. The portal and account operations

In the Portal the Partner can view Sign-ups, Conversions and Conversion Rate by period (assessed monthly). Sensitive figures are view-only. The Partner may request payment for a defined basis - for example the last N Conversions, all Conversions, commission for a specified month, or a quality bonus for a specified month. A request moves through the states: Requested, then Pending (awaiting Admin checks and approval), then Paid; or Rejected. Status is reflected consistently in both the Portal and the Admin Console.

7. Attribution rules

• A Sign-up is attributed to the Referral Code used at the time of sign-up.
• A Conversion arises when an attributed Sign-up pays a Subscription. The 7-day free trial does not reset accrual: a Sign-up that converts to paid after the trial still accrues to the Partner.
• For the Ambassador cap (clause 8.4), the 'first 1,000' attributed paid users are counted in order of date of Conversion (first in time).
• Bonuses accrue only on Verified Payments actually received by M-Penny.

8. Bonuses and commissions

There are two classes of bonus: Primary bonuses (Base conversion and Quality conversion) and Secondary bonuses (Sustainability and Ambassador). All bonuses: (i) accrue only on Verified Payments; (ii) are paid net of any applicable withholding tax (clause 9); (iii) cease to accrue when the Campaign stops; (iv) are subject to clawback (clause 10); (v) are limited to one bonus per user per month - the highest applicable (clause 8.5); and (vi) are subject to the 20% aggregate cap (clause 8.6). A summary is at Schedule 2.

8.1 Base conversion bonus (Primary)

• Trigger: a Sign-up onboarded by the Partner's Referral Code converts from free to paid for the first time.
• Amount: a one-off KES 50 for that Conversion.
• Lifecycle: paid once per onboarded user; it then expires - that user generates no further base conversion bonus.
• Rationale: reward the quality of the trial-period campaign.

8.2 Quality conversion bonus (Primary)

• Assessment unit: a calendar month, applied to the Sign-ups made in that month using the Partner's Referral Code (the 'month cohort').
• Trigger: at least 50% of the month cohort converts to paid by the end of that same month. There is no minimum number of sign-ups - any month whose cohort converts at 50% or more qualifies.
• Amount: 10% of the Subscription amount that those converted Sign-ups (of the month cohort) bring into M-Penny for that month.
• Lifecycle: assessed for that month only. A month that does not meet both thresholds by month-end is skipped. The Sign-ups and Conversions of one month cannot earn a bonus in any other month.
• Rationale: reward the quality of conversion within the month, not volume alone.

8.3 Sustainability bonus (Secondary)

• Trigger: an onboarded user pays the Subscription for three (3) consecutive months without fail.
• Amount: a single rate of 10% applied once to the SUM of the three months' Subscriptions paid by that user (10% x (month1 + month2 + month3) Subscriptions - not 30%), credited on completion of the third month.
• Lifecycle: paid once per user; it then expires - that user generates no further sustainability bonus.
• Example: a user onboarded in May who converts and pays in May, June and July earns the Partner, in July, 10% of the May-July Subscriptions; thereafter that user no longer generates this bonus.
• Rationale: reward conversion sustainability and retention.

8.4 Ambassador bonus (Secondary)

• Nature: rewards sustainability at the corporate level - keeping the business a going concern.
• Eligibility: the Ambassador role is active AND at least 1,000 users attributed to the Partner's Referral Code are active and paying. Admin may, at the end of the stage program and with the Partner's acceptance, activate the role.
• Amount: 10% of the monthly Subscription volume sustained by the Partner, counted from the earliest users the Partner brought, up to the first 1,000 active paid users (by date of Conversion). The 1,000 is the counted base; users beyond 1,000 are not counted for this bonus.
• Lifecycle: recurring monthly for as long as the role is active and at least 1,000 attributed users remain active and paying. The other bonuses continue to apply.
• Example: 1,000 active paid users on the Growth plan (KES 500 each) = KES 500,000 monthly volume; the Ambassador bonus is KES 50,000 for that month.
• Rationale: reward the Partner for sustaining the business as a going concern.

8.5 One bonus per user (highest applicable)

Bonuses are assessed at the end of each month. A Partner cannot earn more than one bonus on the same user in the same month: where more than one bonus would apply to a user that month, only the single highest applicable bonus - the one yielding the highest amount to the Partner - is paid for that user that month. In practice this means, for a user: in the conversion month, the higher of the Base or Quality bonus; in the month the user completes three consecutive paid months, the Sustainability bonus; and, where the Ambassador role is active, the Ambassador bonus in other months.

8.6 Aggregate cap and verified-revenue basis

The total bonuses payable to a Partner in any month shall not exceed twenty per cent (20%) of the Subscription revenue that the Partner's attributed users bring to M-Penny in that month. Because each month is capped at 20%, a Partner's payout cannot exceed 20% of the revenue it brings over the life of the Campaign. All bonuses are in any case paid solely out of, and shall never exceed, Subscription revenue actually received and verified by M-Penny. M-Penny may adjust the cap or rates prospectively on reasonable notice, subject to clause 16 (amendments require Partner acceptance for an active Campaign).

9. Payment terms and taxes

• Timing: bonuses are calculated at the end of each calendar month. Following Admin approval, approved bonuses for a month are payable before the end of the following month.
• Payouts are made to the Partner's verified M-Pesa number, Paybill or Till, on an approved request, and only on Verified Payments. M-Penny may set a minimum payout threshold and a payout schedule. The currency is Kenya Shillings (KES).
• The Partner is responsible for its own taxes. Where Kenyan law requires, M-Penny will deduct and remit withholding tax and pay the Partner the net amount; the Partner must provide a valid KRA PIN. Stated bonus amounts are inclusive of any taxes for which the Partner is liable.
• M-Penny may offset any amounts owed by the Partner (including clawbacks) against bonuses payable.

10. Clawback, refunds and anti-fraud

If a Subscription is refunded, charged back, reversed or found to be fraudulent, or if a Sign-up or Conversion is found to be fake, self-referred, improperly incentivised, generated by bots or spam, or otherwise in breach, the related bonus is reversed or withheld and may be offset against future bonuses or recovered as a debt. Self-referral, fake accounts, artificial inflation of Sign-ups to manipulate the 50% threshold, and any manipulation of attribution are prohibited and may result in suspension or termination.

11. Demo account

The Partner is provided a Demo Account to take its audience through what M-Penny does, without obligation to pay or incur any financial liability. Demo data is kept separate from business data, does not mix with it, and is visible to and monitored by Admin. The Partner may disclose only Demo content and what is necessary to market M-Penny. Irregularities in Demo Account activity may lead to suspension.

12. Marketing materials and brand licence

On login, the Partner can access approved marketing materials (PDFs, text and video) explaining M-Penny, to be used as a basis or reference. M-Penny grants the Partner a limited, revocable, non-exclusive and non-transferable licence to use those materials and the M-Penny name and logo solely to market M-Penny in accordance with M-Penny's brand guidelines. The Partner must disclose the paid relationship (for example #ad / #partner) and must not make unauthorised, false or misleading claims, including about credit, tax outcomes or returns.

13. Confidentiality and Non-Disclosure Agreement (NDA)

Before account creation the Partner must accept the NDA, in the same manner as the terms of service. Under the NDA the Partner shall not disclose confidential or sensitive information beyond what is necessary to market the M-Penny business and beyond what is available in the Demo Account. These obligations survive termination.

14. Data protection

Both parties shall comply with the Data Protection Act, 2019 (Kenya) and the requirements of the Office of the Data Protection Commissioner. The Partner shall handle any personal data of prospects lawfully, with consent, and only for the purposes of the Campaign, and shall not retain it beyond what is necessary.

15. Conduct and compliance

The Partner shall comply with all applicable laws, advertising standards and platform rules; shall not engage in spam or misrepresentation; and shall honour consumer-protection requirements. M-Penny orchestrates payments and tax filing through licensed rails and does not authorise the Partner to provide financial, tax or legal advice.

16. Suspension, amendment, renewal and termination

• Admin may renew, amend or suspend a Campaign and shall give reasons. An amendment to an active Campaign takes effect only when accepted by the Partner in the platform.
• Either party may terminate on notice. On termination or at the end of the Campaign, all bonuses cease to accrue.
• Bonuses already earned and verified up to the date of termination remain payable, subject to clawback (clause 10).
• Access, including the Demo Account and Referral Code, may be deactivated on suspension, termination or Campaign end.

17. Liability and indemnity

To the maximum extent permitted by law, M-Penny's aggregate liability to the Partner is limited to bonuses properly due and unpaid. M-Penny is not liable for indirect, incidental or consequential loss, or loss of profit or goodwill. The Partner shall indemnify M-Penny against any claim, loss or expense arising from the Partner's breach of this Policy, misrepresentation or unlawful conduct.

18. Dispute resolution and governing law

This Policy is governed by the laws of Kenya. The parties shall first attempt to resolve any dispute by good-faith negotiation, then by mediation, and failing that by arbitration in Nairobi under the Arbitration Act, 1995, or before the competent courts of Kenya. Subject to the foregoing, each party may sue or be sued.

19. General

This Policy, together with any accepted customised terms and the NDA, is the entire agreement between the parties on its subject matter. No failure to enforce is a waiver. If any provision is unenforceable, the rest remain in force. Notices may be given through the platform or the parties' registered contacts. The Partner may not assign its rights without M-Penny's consent.

20. Acceptance

By ticking acceptance and/or generating or using a Referral Code, the Partner confirms that it has read, understood and agreed to this Policy and the NDA, and that this is a legally binding agreement between the Partner and Natcrest Holdings Company Ltd (trading as M-Penny).

Schedule 1 - The four stages (default framework)

Schedule 2 - Bonus summary

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