These M-Penny Terms of Service (Terms) are issued by Natcrest Holdings Company Ltd, trading as M-Penny, and take effect on the Effective Date stated on the cover.
Important: By creating an Account or using M-Penny after a clear acceptance step, you agree to these Terms. If you act for an organisation, you confirm that you are authorised to bind it.
1.1 These Terms of Service (Terms) govern access to and use of M-Penny, a business-software platform operated by Natcrest Holdings Company Ltd, a private company incorporated in Kenya under Company Registration No. PVT-ZE186LV6 (Natcrest, we, us or our).
1.2 M-Penny is intended principally for micro, small and medium enterprises. It provides tools that may assist with bookkeeping, invoicing, expense, sales, stock and financial-record management, M-Pesa-oriented reconciliation, tax and eTIMS readiness, business reporting and intelligence, and AI-assisted insights. The features available to a Customer depend on the plan, activation status and technical availability.
1.3 In these Terms:
1.3.1 Account means the M-Penny account through which a Customer and its Authorised Users access the Service.
1.3.2 Authorised User means an individual whom a Customer permits to access or use its Account.
1.3.3 Effective Date means the effective date stated on the cover of these Terms.
1.3.4 Customer, you or your means the person or organisation that creates an Account, subscribes to or uses the Service, including a sole proprietor.
1.3.5 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.
1.3.6 Service means the M-Penny platform, website, applications, features, content, support and related services that Natcrest makes available from time to time.
1.4 References to a law include amendments and successor provisions in force from time to time. Examples introduced by words such as including or for example do not limit the preceding words.
2.1 You accept these Terms when you click or tap an acceptance button, create an Account after being shown or linked to them, sign an order or subscription document that incorporates them, or otherwise use the Service following a clear acceptance step. You should download or save a copy for your records.
2.2 If you accept these Terms for a company, partnership, sole proprietorship or other organisation, you confirm that you have authority to bind it. If you do not have that authority, you must not accept these Terms or use the Service for that organisation.
2.3 The contract between the Customer and Natcrest comprises these Terms and, where applicable, the following documents made available before commitment: the selected plan or order details, any product-specific terms, data-processing terms, the Privacy Policy, the Cookie Policy and any other terms expressly incorporated into the order (Contract Documents).
2.4 If Contract Documents conflict, the following order applies only to the subject of the conflict: a signed order or negotiated agreement; product-specific terms; data-processing terms for processing carried out as a processor; the selected plan details; these Terms; and the Privacy Policy or Cookie Policy. Mandatory law prevails in every case.
2.5 Before a paid online subscription is concluded, Natcrest will display or otherwise provide the material plan, price, billing, renewal, cancellation and contact information required by applicable law. The Customer will have an express opportunity to review the information, correct input errors and accept or decline the subscription. Natcrest will make a downloadable or otherwise retainable electronic copy of the agreed terms reasonably accessible after acceptance.
3.1 An individual creating or administering an Account must be at least eighteen years old, legally capable of contracting and acting for a lawful business or organisation.
3.2 You must provide complete, current and accurate registration and business information. You must promptly update material changes, including changes to ownership, authorised representatives, contact information, tax status or the nature of the business where relevant to the Service.
3.3 Natcrest may accept or refuse an application where reasonably necessary to manage legal, fraud, security, sanctions, operational or reputational risk. Refusal does not oblige Natcrest to disclose information where disclosure is prohibited by law or would compromise security or an investigation.
3.4 An Account is non-transferable except with Natcrest's written approval following appropriate verification. A person must not create an Account using another person's identity or business details without lawful authority.
4.1 The Customer is responsible for deciding who may be an Authorised User, assigning appropriate roles and permissions, and removing access promptly when authority changes or ends.
4.2 Each user must keep passwords, PINs, one-time passcodes and other credentials confidential; use reasonable security measures; and must not share individual credentials. The Customer is responsible for activity carried out through valid credentials unless the activity results from Natcrest's breach of these Terms, security failure or other matter for which Natcrest is legally responsible.
4.3 You must notify Natcrest promptly if you suspect unauthorised access, compromised credentials, fraudulent instructions or another security incident affecting the Account. Natcrest may temporarily restrict access while investigating and may require credential resets or additional verification.
4.4 Natcrest may rely on instructions received through an authenticated Account where it is reasonable to do so, but may pause an instruction that appears unusual, incomplete, unauthorised, unlawful or inconsistent with the Customer's known use.
5.1 M-Penny is an accounting-first software and business-record platform. It organises and processes information supplied by Customers and, where enabled, connected third-party services. Natcrest does not independently verify the underlying sale, expense, stock movement, tax treatment, payment or other commercial transaction.
5.2 Features, limits and availability depend on the selected plan, the Customer's configuration, third-party integrations, lawful activation and technical readiness. A demonstration, roadmap, prototype, test environment, forecast or description of a planned feature is not a commitment that the feature is live or will be released by a particular date.
5.3 Natcrest may provide support, onboarding material and reasonable instructions for use. Unless separately activated under product-specific terms, the Service does not include outsourced bookkeeping, audit, tax-agent, legal, investment or other professional services. An optional CPA review-and-filing workflow is governed only by clause 10 and the terms accepted for that workflow.
5.4 Natcrest may introduce optional features under additional terms. Where a new feature materially changes the nature, price, risk or regulated status of the Service, it will not bind a Customer until the Customer receives the applicable disclosures and completes any required acceptance or activation step.
6.1 As between the parties, the Customer retains all rights and interests that it lawfully holds in Customer Data and remains responsible for its business records and decisions. The Customer must:
6.1.1 ensure that Customer Data and instructions are accurate, complete, lawful and not misleading;
6.1.2 retain appropriate source documents and records required by law or sound business practice;
6.1.3 review outputs, reconciliations, invoices, reports, alerts and automated calculations before relying on or submitting them;
6.1.4 correct errors and issue any required credit note, debit note, replacement record or statutory correction;
6.1.5 determine its accounting policies, tax treatment, filing position and legal obligations, with professional advice where appropriate;
6.1.6 ensure that every person whose information is uploaded, connected or disclosed has been dealt with lawfully and that the Customer has authority to instruct Natcrest to process that information; and
6.1.7 keep independent copies of records that the Customer must retain and not treat the Service as its sole archive unless Natcrest expressly agrees to provide an archival service.
6.2 Natcrest is responsible for performing the Service with reasonable care and skill, implementing the commitments expressly stated in the Contract Documents, and complying with duties that applicable law does not permit Natcrest to exclude.
7.1 Natcrest may conduct proportionate identity, business and beneficial-ownership verification before or during use of the Service. Verification may include requesting identification documents, company or business records, KRA details, ownership and control information, authority documents, source or purpose information, and verification through reliable third-party sources.
7.2 Where reasonably supported by the Service and proportionate to the risk, Natcrest may screen relevant persons or information for fraud indicators, sanctions exposure, politically exposed person status, impersonation, prohibited activity or other legal and security risk.
7.3 The Customer must cooperate with reasonable verification requests. Natcrest may restrict, suspend or refuse an Account where information is materially inaccurate, incomplete, unverifiable or presents unacceptable legal, fraud, security or sanctions risk.
7.4 Nothing in these Terms represents that Natcrest is a bank, a regulated financial institution or a reporting institution under anti-money-laundering legislation. Natcrest may nevertheless preserve records, cooperate with competent authorities and make a disclosure where it is lawfully required or permitted to do so.
8.1 You must not use or permit use of the Service to:
8.1.1 commit, conceal or facilitate fraud, money laundering, terrorism financing, sanctions evasion, tax evasion, corruption, identity theft or another offence;
8.1.2 create false, deceptive, backdated, duplicate or fictitious invoices, records or transactions;
8.1.3 process information or access an account without lawful authority;
8.1.4 harass, exploit, discriminate against or endanger another person, or distribute unlawful, abusive or harmful content;
8.1.5 introduce malware, probe vulnerabilities, evade access controls, overload, scrape or disrupt the Service;
8.1.6 reverse engineer, decompile or attempt to extract source code except to the limited extent that applicable law expressly permits and cannot be excluded;
8.1.7 resell, sublicense or commercially exploit the Service outside the Customer's own business without written approval; or
8.1.8 use the Service or its outputs to build or train a competing product through unauthorised bulk extraction, copying or automated access.
8.2 Natcrest may investigate suspected misuse using proportionate measures. It may preserve evidence, restrict affected functions, require additional verification, reject an instruction or suspend access where reasonably necessary. Natcrest will not disclose an investigation or action where disclosure is prohibited by law or would prejudice security or a lawful investigation.
9.1 The applicable plan, price, billing period, included features, taxes and material third-party charges will be shown in the plan, order screen or other pricing notice before the Customer commits. No fee applies merely because it appears in a demonstration, draft or roadmap.
9.2 Paid subscriptions may be billed in advance. Where a subscription renews automatically, the renewal basis and cancellation method will be disclosed before commitment. The Customer authorises Natcrest and its designated payment provider to collect disclosed charges through the payment method selected by the Customer.
9.3 Natcrest receives only amounts properly payable to it or expressly authorised through a lawful payment arrangement. M-Penny does not, under these Terms, hold or split Customer funds, maintain a tax reserve, collect loan repayments or act as a payment-service provider.
9.4 If a payment fails, is reversed or remains overdue, Natcrest may notify the Customer, retry an authorised payment where disclosed, restrict paid features or suspend the Account after a reasonable opportunity to pay, except where immediate action is justified by fraud or security risk.
9.5 Natcrest may change prices prospectively by giving reasonable advance notice. A price change does not retrospectively alter charges already paid or properly incurred. Where the change materially affects an ongoing subscription, the Customer may cancel before the new price takes effect without a cancellation penalty.
9.6 Fees are refundable only as stated in the applicable plan or where the Service was not supplied as agreed, a duplicate or unauthorised payment occurred, or applicable law requires a refund. Mandatory cancellation, cooling-off and consumer rights are preserved.
9.7 Natcrest may offer a referral, reward, promotional or partner programme under separate programme terms. Unless those terms have been presented and accepted, no referral payment, recurring commission, lifetime reward or other incentive is promised under these Terms.
9.8 Any programme terms may address eligibility, qualifying events, reward values, verification, tax, payment timing, advertising standards, privacy, anti-spam rules, suspension, fraud controls and reversal of ineligible or improperly obtained rewards.
9.9 Natcrest may prospectively change or discontinue a programme in accordance with its terms, but will not confiscate an earned and undisputed reward merely because the programme later changes.
10.1 M-Penny may generate, organise or reconcile tax-related records and support a Customer's preparation for eTIMS use. Unless and until live integration has been lawfully activated for the Customer, M-Penny does not submit invoices, returns or other information directly to KRA.
10.2 If Natcrest later enables system-to-system eTIMS transmission, the feature will be subject to technical certification or approval where required, Customer authorisation, appropriate credentials and any additional product terms presented before activation.
10.3 Where a Customer separately activates ‘File with M-Penny’ under product-specific terms presented before commitment, Natcrest may coordinate an independent CPA’s review and filing. The Customer charge is the greater of KES 30,000 or 10% of Tax Payable, unless the accepted product notice states a different lawful amount. Tax Payable means the amount shown as payable on the final Customer-approved return for the relevant period, excluding penalties, interest and unrelated arrears unless that notice expressly states otherwise. Natcrest, not the Customer, pays the CPA, and allocation communications ordinarily pass through M-Penny.
10.4 A coordinated filing may proceed only after Natcrest verifies that the identified CPA holds the required current ICPAK practising licence and KRA tax-agent registration, the Customer affirmatively appoints and authorises that CPA, the final return is approved by the Customer, and the necessary records and access permissions are complete. The CPA submits as the Customer’s tax agent; Natcrest operates the coordination platform and does not itself act as tax agent. The Customer remains responsible for accurate source records, its filing position, statutory payments and confirming KRA acceptance. No tax outcome, exemption, deduction, filing acceptance or uninterrupted KRA availability is guaranteed.
10.5 A disclaimer in these Terms does not excuse Natcrest from accurately processing a valid instruction, correcting an error caused by the Service where reasonably possible, or meeting a duty that applicable law does not permit it to exclude.
11.1 The Service may use automated calculations, rules or artificial-intelligence tools to produce classifications, forecasts, alerts, summaries or other insights. These outputs may be incomplete, inaccurate or unsuitable for the Customer's circumstances and must be reviewed by a competent person.
11.2 M-Penny does not replace an accountant, auditor, tax adviser, advocate, investment adviser or other qualified professional. The Customer is responsible for obtaining professional advice before making a material legal, tax, accounting, employment, financing or investment decision.
11.3 Natcrest will not use identifiable Customer Data to train a third-party general-purpose AI model unless the use is lawfully disclosed in advance and any consent or other lawful basis required under applicable law has been obtained.
11.4 If Natcrest introduces automated processing that produces a legal or similarly significant effect on a person, it will provide the notices, safeguards, means of challenge and human intervention required by applicable law before that processing is used for the relevant decision.
11.5 Natcrest remains responsible for exercising reasonable care in selecting, configuring and operating AI functionality and for obligations that cannot lawfully be delegated to a technology provider.
12.1 The Service may connect with independently operated services such as Safaricom Daraja or M-Pesa, KRA or eTIMS, cloud hosting, messaging, email, analytics, identity-verification and AI services. A provider is not treated as active merely because it is named in product material or these Terms.
12.2 A Customer may need to accept a third party's terms, grant permissions or maintain a separate account. The Customer may withdraw a connection, subject to technical constraints and any effect on dependent M-Penny features.
12.3 Natcrest does not control and cannot guarantee a third party's continuing availability, transmission times, reversals, fees, accuracy or changes. Natcrest will, however, use reasonable care in its own integration, configuration and security and remains responsible for obligations that applicable law does not permit it to delegate.
12.4 Natcrest may replace, add or discontinue an integration where reasonably necessary for security, compliance, performance or product development. It will give reasonable notice where the change materially reduces a paid feature and advance notice is practicable.
13.1 As at the Effective Date, and unless a regulated feature is subsequently activated in accordance with clause 13.3, Natcrest does not through M‑Penny carry on non-deposit-taking credit business or provide digital credit, deposit-taking, money-remittance, e-money issuance, regulated payment, custody or safekeeping services in respect of Customer funds or assets.
13.2 Any dashboard display, score, limit, projection, eligibility indication, demonstration or roadmap item made available through the Service is provided for informational or developmental purposes only. It does not constitute an offer, approval, undertaking or commitment to provide credit or any other regulated financial service.
13.3 Natcrest will not activate a feature requiring regulatory approval unless the necessary licence, registration, authorisation, lawful exemption or licensed-provider arrangement is in place. Before the Customer uses that feature:
13.3.1 Natcrest will identify the entity providing the regulated service;
13.3.2 the Customer will be given the applicable product-specific terms, charges, disclosures and consents; and
13.3.3 the Customer will be required to accept those product-specific terms separately.
13.4 These Terms govern M‑Penny’s general technology, accounting and business-support services. They do not, by themselves, constitute terms for the provision of credit, payment, custody or any other regulated financial service.
13.5 Where a regulated feature is subsequently introduced, its product-specific terms will apply in addition to these Terms. If there is any conflict concerning that regulated feature, the product-specific terms will prevail to the extent of the conflict.
13.6 Natcrest may update these Terms to reflect a subsequently obtained regulatory authorisation or licensed-provider arrangement. Any such update will operate prospectively, and Natcrest will obtain renewed acceptance where required by law or where the update materially changes the nature of the Service.
14.1 The Customer must use the Service in a manner consistent with applicable law, these Terms, reasonable security instructions and any published acceptable-use or safeguarding requirements incorporated into the applicable plan.
14.2 The Customer must not upload sensitive personal data, personal data relating to children or other high-risk information unless the relevant feature is intended for that information, appropriate safeguards are in place, and the Customer has a lawful basis and authority to do so.
14.3 Where Natcrest reasonably believes that use of the Service creates an imminent risk of harm, exploitation, unlawful disclosure or serious security compromise, it may restrict the relevant content, user or feature while it assesses and addresses the risk.
15.1 Natcrest and its licensors own the Service, software, interface, M-Penny name and branding, documentation, templates supplied by Natcrest, and all related intellectual-property rights. Except for the limited right of use granted below, no right is transferred to the Customer.
15.2 During the subscription, Natcrest grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right for its Authorised Users to use the Service for the Customer's internal lawful business purposes, subject to the Contract Documents.
15.3 As between the parties, the Customer retains all rights and interests that it lawfully holds in Customer Data. The Customer grants Natcrest a limited, non-exclusive licence to host, copy, transmit, display and otherwise process Customer Data only as necessary to provide, secure, maintain and support the Service; comply with law; and carry out the Customer’s lawful instructions.
15.4 Natcrest may use aggregated or de-identified information for security, statistics, analytics and product improvement only where it cannot reasonably identify an individual or the Customer and the use is lawful.
15.5 If the Customer voluntarily provides feedback or suggestions, Natcrest may use them without restriction or payment, but may not disclose the Customer's confidential information or identify the Customer publicly without permission.
16.1 Natcrest processes personal data in accordance with applicable Kenyan data-protection law and the Privacy Policy. The parties recognise that their roles depend on the purpose and means of each processing activity.
16.2 Natcrest acts as a data controller for purposes it determines, including Account administration, billing, Service security, fraud prevention, customer communications, compliance, support management and its own lawful business operations.
16.3 Where a business Customer supplies personal data about its customers, employees, contractors, suppliers or other persons for Natcrest to process on the Customer's documented instructions, the Customer is the controller and Natcrest is the processor for that processing. In that capacity Natcrest will:
16.3.1 process that personal data only on documented lawful instructions, including the Contract Documents, unless law requires otherwise;
16.3.2 ensure that persons authorised to process it are bound by confidentiality;
16.3.3 implement technical and organisational safeguards appropriate to the risks reasonably known to Natcrest;
16.3.4 use subprocessors only under appropriate data-protection obligations and remain responsible for their performance to the extent required by law and the Contract Documents;
16.3.5 notify the Customer without undue delay and within any period required by applicable law after becoming aware of a personal-data breach affecting that Customer's data, and provide information reasonably available to assist the Customer;
16.3.6 reasonably assist the Customer with data-subject requests, security, impact assessments and legally required notifications, taking account of the nature of processing and information available;
16.3.7 on termination, return or delete personal data in accordance with the Customer's lawful instruction, the applicable Service capability, the Privacy Policy and mandatory retention law; and
16.3.8 make information reasonably necessary to demonstrate compliance available to the Customer, subject to confidentiality, security, proportionality and protection of other customers.
16.4 For the processing described in clause 16.3, the subject matter is the Customer's use of the Service; the duration is the subscription term together with any lawful retention period; and the nature and purpose are hosting, organising, reconciling, analysing, securing, supporting and otherwise processing Customer Data as instructed through the Service. The personal data and data-subject categories are those submitted or connected by the Customer and may include the Customer's customers, employees, contractors, suppliers and other counterparties. Any applicable data-processing terms supplement this clause.
16.5 The Customer confirms that it has given all required notices, established a lawful basis, obtained any necessary consent and has authority to upload, connect, disclose and instruct the processing of Customer Data. The Customer must respond to data-subject requests for information it controls; Natcrest will not independently determine the Customer's purposes or legal basis.
16.6 Where personal data is processed outside Kenya, Natcrest will use a transfer basis and safeguards required by applicable law and will describe material cross-border processing in the Privacy Policy or applicable data-processing terms.
16.7 Each party must protect the other's non-public business, technical and commercial information with reasonable care and use it only for the Contract Documents. This duty does not apply to information that is public without breach, lawfully known without restriction, independently developed, or lawfully received from another source.
16.8 A party may disclose confidential information where required by law or a competent authority, and should give prior notice where lawful and reasonably practicable. Confidentiality does not prevent a Customer from exercising statutory rights or reporting a concern to a competent authority.
16.9 Natcrest will provide lawful direct-marketing choices and an accessible opt-out. Opting out of marketing does not prevent necessary security, service, billing or legal communications.
17.1 Natcrest aims to make the Service reasonably available but does not promise uninterrupted or error-free operation. Maintenance, security work, third-party outages, connectivity failures and events beyond reasonable control may interrupt access.
17.2 Natcrest may maintain, update or modify the Service to improve functionality, address risk, comply with law or support technical operation. It will avoid materially reducing a paid Service during a prepaid period without reasonable notice or an appropriate remedy where practicable.
17.3 Natcrest may amend these Terms prospectively. It will give clear advance notice of a materially adverse change and identify its effective date. Natcrest will seek renewed acceptance where required by law or where the change materially alters price, risk, regulated functionality or the parties' core obligations.
17.4 Continued use may indicate acceptance of a minor or beneficial change after notice, but does not by itself impose a material retrospective change. If the Customer does not accept a material prospective change, it may stop using or cancel the affected Service before the change takes effect, subject to accrued obligations and mandatory rights.
18.1 The Customer may close its Account or cancel a subscription using the method stated in the Account, plan details or contact information. Cancellation takes effect at the time stated in the applicable plan and does not affect charges already properly incurred or mandatory refund rights.
18.2 Natcrest may suspend access immediately where reasonably necessary to address suspected fraud, unlawful use, a material security threat, sanctions risk, an unauthorised instruction, imminent harm or an urgent legal or regulatory requirement.
18.3 For non-payment or another remediable material breach, Natcrest will ordinarily give notice and a reasonable opportunity to remedy before termination or extended suspension. No cure period is required where the breach cannot be remedied, repeated breach creates material risk, or law prohibits notice.
18.4 Natcrest may discontinue the whole Service by giving reasonable advance notice where practicable. For a prepaid Service that Natcrest discontinues without Customer breach, Natcrest will provide a proportionate refund or reasonable alternative, subject to mandatory law.
18.5 Before or following closure, the Customer may request an export of Customer Data where a supported export function is available and access is not lawfully restricted. The available format, access window and any reasonable technical limitation will be communicated through the Service or closure process. The Customer should export records it must retain before closure.
18.6 After termination, Natcrest will restrict, retain, return or delete Customer Data in accordance with the Customer's role, lawful instructions, the Privacy Policy, security needs and mandatory retention obligations. Backups may be deleted through the ordinary secure rotation cycle and will remain protected while retained.
18.7 Provisions concerning accrued payment, intellectual property, confidentiality, data treatment, disclaimers, liability, indemnity, disputes and any provision that by nature must continue will survive termination.
19.1 Natcrest warrants that it will provide the Service with reasonable care and skill and substantially in accordance with the applicable Contract Documents.
19.2 Subject to the express warranty above and mandatory law, the Service is provided on an as-available basis. Natcrest does not warrant that every feature will meet every Customer's requirements, that every output is complete or accurate without review, or that third-party systems will remain available.
19.3 Any forecast, benchmark, score, automated insight, estimated saving or business projection is illustrative and not a guarantee of revenue, profit, compliance, credit, investment, tax or other outcome.
19.4 Nothing in these Terms excludes an express representation that Natcrest has made in writing and on which the Customer reasonably relied, or any warranty, condition, remedy or right that applicable law does not permit the parties to exclude.
20.1 Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, or another liability that applicable law does not permit to be excluded or limited.
20.2 Subject to clause 20.1, neither party is liable for an indirect or consequential loss that was not reasonably foreseeable when the contract was formed. Natcrest is not liable for loss caused solely by inaccurate Customer Data, an unauthorised Customer instruction, the Customer's failure to review an output, or an independently controlled third-party outage, except to the extent Natcrest caused or materially contributed to the loss.
20.3 Subject to clause 20.1, Natcrest’s aggregate liability arising from the Service in any twelve-month period will not exceed:
20.3.1 for a Customer on a paid plan, the fees paid or payable for the affected Service during the twelve months immediately preceding the event giving rise to the claim; or
20.3.2 for a Customer on a free plan, the charges then applicable to three months of Natcrest’s lowest paid plan reasonably available to that Customer.
20.4 The limitation in clause 20.3 applies in contract, tort (including negligence), breach of statutory duty and otherwise, but does not reduce a statutory remedy that cannot lawfully be limited.
20.5 Each party must take reasonable steps to mitigate a loss. A Customer must notify Natcrest promptly after discovering a material error or loss so that Natcrest has a reasonable opportunity to investigate and, where possible, correct or contain it.
21.1 The Customer will indemnify Natcrest against a third-party claim, regulatory demand, loss or reasonable external cost to the extent arising from:
21.1.1 Customer Data that is unlawful, infringing, misleading or supplied without required authority;
21.1.2 an unauthorised or unlawful instruction given through the Customer's Account;
21.1.3 the Customer's material breach of the acceptable-use, data-protection or intellectual-property provisions; or
21.1.4 the Customer's fraud, wilful misconduct or violation of applicable law.
21.2 The indemnity does not apply to the extent a claim was caused by Natcrest's breach, negligence, wilful misconduct or unlawful act. Natcrest must give reasonably prompt notice, permit the Customer to participate in the defence, mitigate loss and not settle a claim in a manner that admits the Customer's fault or imposes a non-monetary obligation without consent, which must not be unreasonably withheld.
22.1 A Customer should first submit a written complaint through the contact stated in clause 25, identifying the Account, the relevant transaction or event, the issue, supporting information and the remedy requested. Natcrest will acknowledge and investigate the complaint within a reasonable period having regard to its nature and urgency.
22.2 A privacy complaint may also be handled under the Privacy Policy. Nothing in these Terms prevents a data subject from approaching the Office of the Data Protection Commissioner or another competent authority, or a party from seeking urgent interim relief from a court.
22.3 If a complaint is not resolved through the ordinary support process, either party may request good-faith escalation to an authorised representative. The parties will attempt to resolve the dispute for thirty days after written escalation, unless urgency or mandatory law requires earlier action.
22.4 If the dispute remains unresolved, either party may refer it to a court of competent jurisdiction in Kenya. This clause does not restrict access to a statutory complaints body, tribunal, the Small Claims Court or another forum whose jurisdiction cannot lawfully be excluded.
23.1 The Contract Documents and any non-contractual obligation arising from them are governed by the laws of the Republic of Kenya.
23.2 Subject to clause 22, the courts and tribunals of competent jurisdiction in Kenya may determine disputes. The parties do not agree to mandatory arbitration or waive any lawful representative, group or public-interest procedure through these Terms.
24.1 Notices. Natcrest may send operational notices to the email address, telephone number or in-app contact associated with the Account. A legal notice to Natcrest must be sent to the verified contact in clause 25. A notice is treated as received when delivered, except that a failed delivery notice means receipt has not occurred.
24.2 Assignment. The Customer may not transfer the contract without Natcrest's prior written consent, which will not be unreasonably withheld for a genuine business reorganisation that does not increase risk. Natcrest may transfer the contract as part of a merger, restructuring, financing or sale of the Service, provided the transfer does not materially reduce the Customer's rights and the recipient assumes Natcrest's relevant obligations.
24.3 Subcontracting. Natcrest may use service providers to perform the Service but remains responsible for its contractual duties. Processing of personal data by subprocessors is subject to clause 16 and applicable data-processing terms.
24.4 Force majeure. A party is not liable for delay or failure caused by an event beyond its reasonable control, including widespread telecommunications, electricity, cloud, banking, M-Pesa or KRA outages, natural disaster, civil disturbance, cyberattack not caused by failure to use reasonable safeguards, government action or change in law. The affected party must take reasonable steps to reduce the effect and resume performance.
24.5 Relationship. The Contract Documents do not create a partnership, joint venture, employment, fiduciary or agency relationship. The Customer cannot bind Natcrest, and Natcrest cannot bind the Customer, except to the limited extent expressly authorised.
24.6 Third-party rights. A person who is not a party has no right to enforce the Contract Documents, except where a product-specific term expressly gives a right to a licensed service provider or other named beneficiary.
24.7 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. A court should preserve the provision's lawful commercial purpose where possible.
24.8 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.
24.9 Entire agreement and reliance. The Contract Documents are the entire agreement about the Service and replace earlier discussions on the same subject, but do not exclude liability for fraud or a written representation on which the Customer reasonably relied.
24.10 Language and headings. The English version controls unless Natcrest expressly states otherwise. Headings aid navigation and do not limit meaning.
25.1 Operator: 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.
25.2 Customer-support enquiries, legal notices and privacy communications may be sent to support@mpenny.ke.
25.3 When contacting Natcrest, include sufficient information to identify the Account and request. Do not send passwords, PINs, one-time passcodes or unnecessary sensitive personal data.
