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.

NDPR & GDPR compliant. Data encrypted in transit and at rest. Hosted in EU-West region.