Legal Document
Terms of Participation
Effective date: 29 June 2026. These terms govern participation for marketers and investors in the NaijaCare Connect Partner Program.
Marketer
- Trigger
- Referred user becomes active & revenue-generating
- Payout cadence
- Monthly, 15 days after month end
- Rate
- 20% per active referral / month
- Minimum hold
- 30-day clawback window
- Dormant accounts
- No payment
Investor
- Instrument
- SAFE note (Simple Agreement for Future Equity)
- Equity range
- 5–10% equity stake
- Conversion
- At next qualified funding round
- Returns
- No guaranteed returns or dividends
- Status
- Equity stakeholder
1. Marketers
1.1 When commission is earned
A marketer earns commission only when a referred user becomes an active, revenue-generating user of NaijaCare Connect. No commission is paid for sign-ups alone.
- Active user: a referred user who has logged in and completed at least one paid transaction on the platform within the trailing 30 days.
- Revenue-generating: the user has completed at least one paid consultation, an active paid subscription, or a paid lab booking.
1.2 Commission structure
Commission is paid at a rate of 20% per active referral, per calendar month they remain active and revenue-generating.
1.3 Payment schedule
Commissions are calculated monthly and paid 15 days after the end of each calendar month to the marketer's verified Nigerian bank account.
1.4 Dormant referrals
Referrals that do not transact within a calendar month are considered dormant for that month. No commission is paid for dormant referrals.
1.5 Clawback
If a referred user churns, charges back, or is refunded within 30 days of the marketer's first commission payment for that user, the corresponding commission is clawed back from the marketer's next payout.
2. Investors
2.1 Investment instrument
Investors participate via a SAFE note (Simple Agreement for Future Equity). This is not a loan, profit-share agreement, or debt instrument. The SAFE note converts into equity at a future qualified funding round.
2.2 Equity stake
Investors receive a 5–10% equity stake in NaijaCare Connect, depending on the amount invested and the terms agreed at signing. The exact percentage is specified in the individual SAFE note executed by each investor.
2.3 Conversion trigger
The SAFE note converts into ordinary or preferred shares at the next qualified funding round (typically defined as a priced equity round raising at least a threshold amount set in the note). Until conversion, the investor holds no shares and has no voting rights.
2.4 No guaranteed returns
There are no guaranteed returns, no interest, and no dividends under the SAFE note. The investor's return depends entirely on the future success of NaijaCare Connect and the valuation achieved at the conversion event or a subsequent exit.
2.5 Investor status
Investors are equity stakeholders and not employees, creditors, or partners of NaijaCare Connect. Upon conversion, standard shareholder rights apply as set out in the company's articles of association and shareholders agreement.
Questions? Contact our partnerships team. See also the Marketer Agreement and the Commission Calculator.