Programme Terms of Service

1.1 These terms are an agreement between [Denri Africa Limited] (“Denri Africa”, “we”, “us”), a company registered in Kenya, and you, the person applying to or participating in the Veniate affiliate programme (the “Programme”) as a partner (“you”, “Partner”).

1.2 You accept these terms by ticking the acceptance box on the application form, and again each time you sign in to or use the partner portal. If you do not agree, do not apply or use the portal.

1.3 You must be at least 18 years old, resident in Kenya during the pilot phase, and the legitimate holder of the M-Pesa account you register. If you apply on behalf of a business, you confirm you are authorised to bind it.

1.4 Our Privacy Policy explains how we handle your personal data and forms part of these terms.

2.1 The Programme lets you promote Denri Africa products sold at denriafricastores.com and in Denri Africa retail stores. On approval we issue you a unique promo code (your “Code”) and a share link. Customers who use your Code receive a discount, and you earn a commission on eligible sales attributed to your Code.

2.2 The Programme is currently a pilot. We may change its scope, features, rates and rules during the pilot as set out in Section 13, and we may end the pilot in accordance with Section 12.

2.3 Participation is free. We may set eligibility criteria and decline any application at our discretion; we will give a reason where we can.

2.4 A newly approved account may start with limited access (for example, campaigns locked) until we have completed our review. Payouts are always subject to identity verification under Section 8.

3.1 One account per person. You must keep your contact details, M-Pesa number, national ID number and KRA PIN accurate and up to date in your profile.

3.2 Sign-in is by one-time codes sent to your registered email. You are responsible for keeping that email account secure and for all activity under your Programme account. Tell us immediately at partners@denriafrica.co.ke if you suspect unauthorised access.

3.3 You may not sell, transfer or share your account or your Code with anyone else, other than by sharing the Code with your audience for its intended purpose.

4.1 You may promote your Code and share link through your own social media accounts, website, newsletter, messaging groups and in-person network — the channels you described in your application or later add to your profile.

4.2 You must clearly disclose your relationship with Denri Africa where you promote (for example “affiliate”, “partner” or #ad), in line with applicable advertising standards and platform rules.

4.3 You must not:

• post or submit your Code to coupon, voucher, deal or cashback websites, browser extensions, or discount-aggregator forums or groups;
• use your Code, or arrange for family, employees or associates to use it, for purchases that are in substance your own (“self-referral”);
• bid on “Denri Africa”, “Veniate” or product names in paid search, or run paid ads that imitate Denri Africa’s own advertising;
• register domains, social handles or pages that could be confused with Denri Africa or Veniate;
• send unsolicited bulk messages (spam), use bots or incentivised traffic, or generate clicks or orders through misleading means;
• make false or misleading claims about products, prices, discounts or the Programme, or offer discounts beyond what your Code provides;
• promote in connection with content that is unlawful, defamatory, hateful, sexually explicit or otherwise likely to damage Denri Africa’s reputation;
• modify, reverse-engineer or interfere with the portal, share links, tracking or payment systems.

4.4 We monitor for these behaviours using automated signals reviewed by our team. Breach of this Section may result in commissions being cancelled, your account being suspended or terminated, and recovery of any amounts paid out on non-compliant sales.

5.1 A sale is attributed to you when your Code (or a campaign code issued to you) is applied to the order at checkout online or at the till in a Denri Africa store. Attribution is by Code, not by cookies or click tracking; a click on your share link without use of your Code does not by itself earn commission.

5.2 Where more than one discount could apply, the Code actually applied to the order determines attribution. Codes cannot generally be combined with other promotions.

5.3 Attribution decisions are made by our systems on the order data received from our store and point-of-sale platforms and are final, save for manifest error, which you may raise through support within [30] days of the sale.

6.1 Standard rate. Commission is 10% of the eligible order subtotal, capped at KES 150 per order. The eligible subtotal excludes shipping, taxes, gift cards, products in any excluded collection, and any items already on offer.

6.2 Products on offer. Items purchased at a promotional price earn a flat commission per item as published in the portal, instead of the percentage rate.

6.3 Tiers. We may operate tiers (currently Bronze 10%, Silver 12% from KES 120,000 cumulative attributed sales, Gold 15% from KES 350,000) and publish the applicable thresholds in the portal. [Confirm live for pilot.]

6.4 Campaigns. Campaigns may carry their own rates, caps, budgets, unit limits, dates, eligibility conditions and bonus pools. Campaign rules published in the portal take precedence over 6.1–6.3 for sales made under a campaign code. Once a campaign budget or unit cap is reached, further sales under that campaign earn no campaign commission.

6.5 Holding period. Commission is “pending” for 30 days from the order date. If the order is refunded, cancelled or found to breach these terms during that period, the commission is cancelled. Otherwise it becomes “payable” and is added to your balance.

6.6 Clawback. If a paid-out commission is later reversed (for example a late refund or a confirmed breach), we may deduct the amount from your future balance or, where no balance exists, request repayment.

6.7 Adjustments. We may apply bonuses or deductions to your balance where justified, with a reason shown in your dashboard.

6.8 Our records are the definitive record of clicks, sales, commissions and payouts. Dashboard figures are provided for information and may be corrected.

7.1 Payouts are made in Kenyan shillings to your registered M-Pesa number only. No other payout method is available during the pilot.

7.2 You may request a withdrawal from the portal once your payable balance is at least KES 1,000 (the “Minimum Payout”), your identity has been verified under Section 8, your account is in good standing, and you have no other withdrawal request outstanding. [Alternative if the monthly model is retained: “Payable balances above the Minimum Payout are paid automatically by the 15th of each month.”]

7.3 We aim to process withdrawal requests within [X] working days. We provide an M-Pesa confirmation and a receipt in the portal for every payment. Any mobile-money transaction charge is shown on the receipt and [is / is not] deducted from the amount paid.

7.4 Payouts may be delayed or withheld while a fraud review, dispute or clawback is in progress, or where your details fail verification. We will tell you the reason in your dashboard or by email.

7.5 If a payout fails because your M-Pesa details are wrong, the amount returns to your balance; we are not responsible for payments sent correctly to the number you registered.

7.6 Balances below the Minimum Payout on account closure are [paid out / forfeited] [choose].

8.1 Before your first payout you must provide your Kenyan national ID number and KRA PIN, and the name on your M-Pesa account must match your registered name. We may ask for additional verification (including through a third-party identity service) at any time, and may withhold payouts until verification is complete.

8.2 You are an independent contractor, not an employee, agent or representative of Denri Africa. You are responsible for declaring and paying any tax due on your commissions.

8.3 During the pilot, payouts are made without deduction of withholding tax. If we become obliged to withhold tax, we will do so and give you a statement of amounts withheld. [Confirm with accountant.]

8.4 You must comply with all applicable laws, including consumer protection, advertising, data protection and the rules of any platform you use.

9.1 We grant you a limited, revocable, non-exclusive licence to use the Denri Africa and Veniate names, logos, product images and promotional materials we make available in the portal, solely to promote the Programme under these terms. You may not alter our marks or use them in a way that suggests you are Denri Africa or speak for it.

9.2 You keep ownership of content you create. You grant Denri Africa a non-exclusive, royalty-free licence to repost, feature or otherwise use content in which you promote our products (with credit), for the duration of your participation and [12] months after, unless you ask us in writing to stop using a specific piece.

9.3 You confirm your content will not infringe anyone’s rights and that you have any consents needed from people appearing in it.

Commission rates offered to you privately, campaign details before launch, unreleased products and any non-public information about the Programme are confidential. Do not disclose them except as needed to promote under these terms.

11.1 The Programme and portal are provided “as is”. We do not guarantee any level of earnings, uninterrupted availability of the portal or share links, or that every order made with your Code will be captured, particularly where a shopper removes the Code at checkout or a platform outage occurs.

11.2 To the extent permitted by law, Denri Africa is not liable for indirect or consequential loss, loss of profit or opportunity, or damage to reputation arising from the Programme. Our total liability to you under these terms in any twelve-month period is limited to the commissions payable to you in that period. Nothing in these terms limits liability for fraud, death or personal injury caused by negligence, or anything that cannot be limited by law.

11.3 You will compensate us for losses arising from your breach of Section 4, Section 8 or Section 9, or from claims by third parties relating to your promotional content.

12.1 You may leave the Programme at any time by emailing partners@denriafrica.co.ke. Your Code will be deactivated.

12.2 We may suspend your account immediately while we investigate a suspected breach, and may terminate it on notice for breach, for inactivity of more than [12] months, or if the Programme or pilot ends. We may also terminate for convenience on [30] days’ notice.

12.3 On termination: your Code stops working; payable commissions earned in compliance with these terms are paid at the next payout (subject to the Minimum Payout and Section 7.6); pending commissions complete their holding period and are then paid or cancelled; commissions on sales that breached these terms are forfeited. Sections 6.6, 8, 9.2, 10, 11 and 14 survive termination.

13.1 We may change commission rates, caps, eligible products, the Minimum Payout, campaign rules and portal features. Changes to rates or caps apply to sales made after the change takes effect and will be shown in the portal at least [7] days in advance where practicable.

13.2 We may amend these terms. We will email you and show the new version in the portal at least [14] days before it takes effect, except where a change is required by law or is needed to address fraud, in which case it may take effect sooner. Continuing to use the portal or share your Code after the effective date means you accept the new terms. If you do not accept, you may leave under Section 12.1.

14.1 Governing law. These terms are governed by the laws of Kenya. Disputes will be resolved [first by good-faith negotiation, then by mediation, and failing that] in the courts of Kenya [or by arbitration under the Nairobi Centre for International Arbitration Rules — choose].

14.2 Notices. We will send notices to your registered email. You may send notices to partners@denriafrica.co.ke.

14.3 Entire agreement. These terms, the Privacy Policy and campaign rules published in the portal form the whole agreement between us about the Programme and replace any earlier discussions.

14.4 Severability and waiver. If any part of these terms is found unenforceable, the rest continues to apply. A delay in enforcing a right is not a waiver of it.

14.5 Assignment. You may not assign these terms. We may assign them to a successor or affiliate that takes over the Programme, with notice to you.

14.6 Contact. [Denri Africa Limited] · [registered address] · partners@denriafrica.co.ke.