Partner Programme Terms

1. About these terms

These Partner Programme Terms (“Partner Terms”) form a legally binding agreement between the business you represent (“you”, “your”) and Tuppence AI Ltd, which operates Tuppence (“Tuppence”, “we”, “us”, “our”), a private limited company registered in England and Wales, with our registered office at 38 Greenvale Road, London SE9 1PD, United Kingdom.

By applying to the Tuppence Partner Programme (the “Programme”), you confirm that you have authority to bind your business to these Partner Terms and that you are acting for the purposes of your trade, business or profession.

You will have a Tuppence account for the Programme (your “Partner Account”). Our Terms of Service, Privacy Notice and Acceptable Use Policy apply to your Partner Account, including how we pay out money to you. If they conflict with these Partner Terms about the Programme, these Partner Terms apply.

Please read sections 8, 13, 14, 15 and 17 carefully. They let us hold, withhold and recover Revenue Share, change or end the Programme, and limit our liability to you.

If you joined the Programme before 11 October 2026, this version applies to you 30 days after we tell you about it by email. Until then, the version you accepted continues to apply.

2. Definitions

Code: The partner code we give you, and any link containing it, that a business uses to identify you as the partner who introduced it.
Referred Merchant: A business that is attributed to you under section 4, including, where that business is a Platform, each of its Connected Accounts.
Platform: A business that uses Tuppence Connect to create and manage Tuppence accounts for other businesses.
Connected Account: A Tuppence account created or managed by a Platform through Tuppence Connect.
Processing Fees: The fees we actually receive for card transactions processed through a Referred Merchant’s live Tuppence account, after any fee-free processing, discount or waiver. Processing Fees do not include dispute fees, instant payout fees, card issuing fees, risk management fees, card network fines, or any fee that a Platform charges its Connected Accounts.
Processing Costs: The costs we incur to process those card transactions, including interchange, card scheme fees and our payment processor’s fees. We may calculate Processing Costs using our reasonable estimate of our average cost per transaction, which we review from time to time.
Net Revenue: For each Referred Merchant and each calendar month, its Processing Fees less its Processing Costs for that month. If the result is less than zero, Net Revenue for that Referred Merchant and month is zero; a negative month is not carried forward.
Merchant Year: Each period of twelve months starting on the date of a Referred Merchant’s first live card transaction on Tuppence, and on each anniversary of that date.
Revenue Share: The amount we pay you under section 6.

3. Joining the programme

3.1 Applying

You apply through the partner portal. When you apply, we open your Partner Account and give you a Code straight away. You may start sharing your Code while we review your application.

3.2 Our review

We review each application and decide, at our discretion and without having to give a reason, whether to approve it. We may ask you for information about your business, its owners and how you intend to promote Tuppence.

If we approve your application, Revenue Share earned while your application was pending becomes payable under section 7.
If we decline your application, your Code stops working, no business remains attributed to you, and no Revenue Share is payable to you, including any Revenue Share calculated while your application was pending. Businesses that joined with your Code keep any fee-free processing they received.

3.3 Eligibility

The Programme is open to businesses registered in the United Kingdom or the United States. Your Partner Account is opened in the country you choose when you apply, and that cannot be changed later. A UK partner is paid Revenue Share in pounds sterling to a UK bank account; a US partner in US dollars to a US bank account. You can be attributed only businesses registered in the same country as your Partner Account (see section 4), and every amount in these Partner Terms is in your Partner Account’s currency.

4. Your code and attribution

4.1 How a business is attributed to you

A business is attributed to you when it enters your Code, or follows a link containing it, when it creates its Tuppence account, or when it redeems your Code in its dashboard within the period set out in our Referral and Offer Terms. Attribution starts when the Code is accepted and is shown in your partner portal.

4.2 One code per business

Each Tuppence account can accept only one code of any kind (a partner code, a referral code or a promotional code). If a business has already accepted another code, it cannot be attributed to you through your Code. We do not split attribution between partners.

4.3 Platforms

If a Platform accepts your Code, the Platform and every Connected Account it has or later creates are attributed to you, for as long as the Platform remains attributed to you. Connected Accounts do not accept codes themselves.

4.4 Businesses that cannot be attributed to you

your own business, your Partner Account, or any business you or your owners or directors own or control, unless we agree otherwise in writing;
a business that was already a Tuppence customer before it accepted your Code, other than within the redemption period described in section 4.1;
a business registered in a different country from your Partner Account (your Code cannot be used by it); or
a business that accepted your Code because of a breach of section 9.

4.5 Our records decide

Attribution is decided by our records. If you believe a business you introduced has not been attributed to you, tell us within 60 days of it creating its account. We will look into it and decide at our discretion whether to attribute it to you, and from when.

5. The offer for your merchants

A business that accepts your Code receives £2,000 of fee-free card processing: no Tuppence processing fee on its first £2,000 of live card transactions, for twelve months from the date it accepts the Code, as set out in our Referral and Offer Terms. Where a Platform accepts your Code, only the Platform receives the offer; its Connected Accounts do not each receive it.

You must describe the offer accurately and must not promise any other discount, rate or benefit on our behalf. Because no Processing Fees are received on fee-free volume, it does not generate Net Revenue.

6.1 The rates

For each Referred Merchant, and subject to the rest of these Partner Terms (in particular sections 7, 8 and 14), we will pay you a percentage of its Net Revenue as follows:

30% in its first Merchant Year;
20% in its second Merchant Year; and
10% in each Merchant Year after that, for as long as these Partner Terms remain in force and the business remains attributed to you.

Each Connected Account has its own Merchant Years, starting from its own first live card transaction. Where a month falls across the end of a Merchant Year, transactions are counted at the rate that applied on the day each was made.

If we agree different commercial terms with you in writing (for example different rates, a different offer for the businesses you refer, a different payment minimum, or a fixed payment for each Referred Merchant that registers), those terms replace the matching ones in these Partner Terms. A Referred Merchant registers when it has passed our account review and taken the amount of live card transactions set out in those terms (net of refunds and lost disputes, from at least three different cards); a fixed payment is paid once for each business, only for businesses attributed to you after the terms were agreed, never for a Connected Account, and is subject to sections 7, 8 and 14 like Revenue Share. Your partner portal shows the terms that apply to you. A change we agree applies from the next monthly statement we prepare, and does not change statements already prepared or offers already given to businesses.

6.2 How it is calculated

We calculate Revenue Share for each calendar month using our records, rounding each amount down to the nearest penny (or cent). Revenue Share is earned only on live card transactions; test transactions never count. A month in which a Referred Merchant takes no live card transactions, or in which all of its transactions are fee-free, produces no Revenue Share for that Referred Merchant.

6.3 Tax

Revenue Share is inclusive of any VAT or sales tax. You are responsible for your own taxes on the Revenue Share you receive, and for registering for and accounting for VAT or sales tax where you are required to.

6.4 What you can see

Your partner portal shows each Referred Merchant’s business name, when it was attributed, whether it is live, its current rate and the Revenue Share it has earned you. We do not share Referred Merchants’ transaction volumes or other details of their business with you.

7. Statements and payment

7.1 Monthly statements

Early each month we aim to prepare a statement of the Revenue Share earned in the previous calendar month. We review each statement before we approve it. Statements are available in your partner portal and can be downloaded.

7.2 Before we can pay you

We pay Revenue Share only once all of the following are true:

we have approved your application;
you have completed onboarding for your Partner Account, including the identity checks our payment processor requires;
you have added a bank account in your Partner Account’s country (a UK account for a UK partner, a US account for a US partner) in your business’s name (or, for a sole trader, your own name); and
we have reviewed and approved your Partner Account for payouts.

Until then, approved statements wait and are paid together once you have completed these steps. You can see what is outstanding in your partner portal.

7.3 How we pay you

We pay approved statements by crediting the balance of your Partner Account, from which they are paid out to your bank account under our Terms of Service. We aim to pay each approved statement within ten business days of the end of the month it covers. If the total payable to you is less than £25, we carry it forward to the next statement.

7.4 Queries

If you believe a statement is wrong, tell us within 60 days of the date it was issued, with your reasons. After that, the statement is final and you cannot dispute it, except for corrections we make under section 8 or to fix our own error.

8. Holds, withholding and recovery

8.1 Revenue Share we hold

We hold Revenue Share earned from a Referred Merchant until we have reviewed and approved that Referred Merchant for payouts, and while its payouts are on hold under our Terms of Service. Held Revenue Share is paid on a later statement once the hold ends.

8.2 Revenue Share we withhold

We may withhold, at our discretion, and you will not be entitled to, Revenue Share earned from a Referred Merchant if we suspect that:

its transactions were fraudulent, unauthorised, or not genuine sales;
it causes us a loss, for example a negative balance it does not repay, refunds or disputes, or card network fines;
it was attributed to you in breach of these Partner Terms, or is linked to you or to another partner;
its account has been rejected, suspended or closed by us or Stripe because of risk or a breach; or
paying it would breach the law or the requirements of Stripe, a card network or a bank.

We aim to show withheld amounts in your partner portal. We do not have to explain a decision to withhold, where that would reveal details of another business or our risk controls.

8.3 Recovery

If we discover, at any time, that Revenue Share we paid should have been withheld under section 8.2, or that it was paid in error, we may claw it back: by deducting it from future Revenue Share, by setting it off against your Partner Account balance or any other amount we owe you, or by asking you to repay it within 14 days. You must pay what you owe us under these Partner Terms without any set-off or deduction.

9. How you promote Tuppence

When you promote Tuppence, you must:

describe Tuppence, our fees and the fee-free offer accurately and fairly, using our current published information, and not make claims about Tuppence that we have not made ourselves;
make clear that you are an independent partner who may be paid for introductions;
comply with all applicable laws and codes, including consumer protection, advertising and marketing rules, and the Privacy and Electronic Communications Regulations. In particular, you must not send unsolicited marketing emails or messages without the recipient’s consent;
not bid on “Tuppence” or similar terms in paid search, register domain names or social media accounts that include “Tuppence”, or present yourself as Tuppence;
not offer businesses any cash, payment or other incentive to use your Code, unless we have agreed it in writing;
not ask for, receive or use a business’s sign-in details, API keys, card details or identity documents, or complete its onboarding for it;
not receive, hold or move any money on behalf of a business that uses Tuppence; and
not promote Tuppence to businesses that our Acceptable Use Policy does not allow.

10. Our relationship

You are an independent business. Nothing in these Partner Terms makes you our employee, agent, representative, partner in law or joint venturer, and you have no authority to make any promise, contract or statement on our behalf.

Payment processing for businesses on Tuppence is provided by Stripe, and our relationship with each business is governed by our own terms with it. You must not give any business advice about regulated financial products or services, or describe yourself as authorised by any regulator in connection with Tuppence. Your role is limited to introducing businesses to Tuppence, so that they can decide for themselves whether to open an account with us.

The Programme is not exclusive. You may promote other services, and we may work with other partners anywhere.

11. Our brand

While these Partner Terms are in force, we give you a non-exclusive, non-transferable, revocable licence to use the Tuppence name and logo only to promote Tuppence under the Programme, in line with any brand guidelines we give you. You must stop using them, and remove them from your materials, when these Partner Terms end or if we ask you to. We may refer to you publicly as a Tuppence partner, unless you ask us not to.

12. Data protection and confidentiality

Each of us is a separate controller of any personal data we process in connection with the Programme, and each of us will comply with data protection law. We share with you only the business names and status information described in section 6.4. You must not use that information for any purpose other than the Programme, and must keep it, and any information we mark as confidential, confidential.

Our Privacy Notice explains how we handle personal data about you and the people at your business.

13. Changes to the programme

We may change these Partner Terms, the rates in section 6 or the offer in section 5 by giving you at least 30 days’ notice by email. A change to the rates applies to Revenue Share earned from the start of the first full calendar month after the change takes effect. We may make changes that are required by law, by Stripe, by a bank or by a card network, that are needed to prevent fraud or misuse, or that do not reduce your Revenue Share, with immediate effect. If you do not agree to a change, your only remedy is to end these Partner Terms under section 14.1 before it takes effect; continuing in the Programme after that means you accept it. We may also close the Programme as a whole by giving 30 days’ notice, and section 14.3 then applies as if we had ended these Partner Terms under section 14.1.

14. Suspension and termination

14.1 Ending for convenience

Either of us may end these Partner Terms at any time by giving the other 30 days’ notice by email.

14.2 Ending or suspending for cause

We may suspend your participation in the Programme, or end these Partner Terms immediately by email, if you breach these Partner Terms, our Terms of Service or our Acceptable Use Policy; if we suspect fraud or misuse involving your Code or your Referred Merchants; if your promotion of Tuppence could, in our view, harm our reputation or our relationship with Stripe or the card networks; if you become insolvent; or if we are required to by law, Stripe, a bank or a card network. While you are suspended, Revenue Share continues to be calculated but is not paid until the suspension ends.

14.3 What happens when these Partner Terms end

Your Code stops working and no further businesses are attributed to you.
Revenue Share is calculated up to the date these Partner Terms end, and no Revenue Share is earned after that date.
If these Partner Terms end under section 14.1, or because of our breach, we will pay the Revenue Share earned up to that date under section 7, subject to section 8.
If we end these Partner Terms under section 14.2, Revenue Share not yet paid is not payable, except to the extent that it was earned from Referred Merchants unaffected by the reason we ended them.
Referred Merchants keep their Tuppence accounts, and any fee-free processing they received.
You are not entitled to any compensation for the loss of future Revenue Share, goodwill or investment when these Partner Terms or the Programme end, for whatever reason.

15. Liability

This section limits our liability to you. Please read it carefully.

Nothing in these Partner Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. Everything else in this section is subject to this paragraph.

As is. The Programme, your Code, the partner portal and our tracking and attribution are provided “as is”. To the fullest extent the law allows, we exclude all warranties, conditions and other terms not set out in these Partner Terms, whether express or implied. We do not promise that every business that uses your Code will be recorded and attributed to you, that you will earn any particular amount, that any business will open an account or stay with us, or that Tuppence will continue to offer any product or price.

Losses we are not liable for. To the fullest extent the law allows, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any loss of profits, revenue, commission or future Revenue Share, business, contracts, opportunity, anticipated savings, data or goodwill, for business interruption or wasted expenditure, or for any indirect, consequential or special loss, whether direct or indirect. We are not liable for Revenue Share that you do not earn, or that we hold, withhold or recover, under these Partner Terms, or for any act or omission of Stripe, a card network, a bank, a Referred Merchant or any other third party.

Our total liability. Our total aggregate liability to you for all claims arising out of or in connection with these Partner Terms or the Programme will not exceed the greater of: (a) the Revenue Share we paid you in the 12 months before the event that first gave rise to any liability; and (b) £1,000. This cap does not apply to our obligation to pay Revenue Share that has become payable to you under section 7, subject to sections 8 and 14.

Your indemnity. You will indemnify us, our group companies and our and their officers, employees and contractors, on demand, against all losses, liabilities, fines, claims, costs and expenses (including legal costs) arising out of or relating to: your breach of these Partner Terms, our Terms of Service or our Acceptable Use Policy; how you promote Tuppence, and anything you say about it; your dealings with any business, including any business you introduce; your breach of the law, including marketing, consumer protection and data protection law; and any tax due on the Revenue Share you receive. This indemnity is not limited by anything in these Partner Terms, and each person it covers may enforce it.

16. General

Entire agreement and no reliance. These Partner Terms, together with the documents they refer to, are the whole agreement between us about the Programme. You have not relied on any statement, promise or forecast (including about what you might earn) that is not set out in them, and you will have no remedy for one. This does not limit liability for fraudulent misrepresentation.
Bringing a claim. Section 21 of our Terms of Service applies to any claim you bring under these Partner Terms, including its notice requirement and 12-month time limit.
Events outside our control. Section 22 of our Terms of Service applies, including for outages and decisions of Stripe, card networks, banks and our other providers.
Assignment. You may not assign, transfer or subcontract your rights or obligations under these Partner Terms without our prior written consent. We may assign, transfer or subcontract ours to anyone, including a member of our group or a buyer of all or part of our business.
Surviving terms. Sections 7, 8, 12, 14.3, 15, 16 and 17, and any other terms that by their nature should continue, survive the end of these Partner Terms.
Severance. If any part of these Partner Terms is found to be unenforceable, it will be treated as changed to the minimum extent needed to make it enforceable, or, if that is not possible, as deleted, and the rest will continue to apply.
No waiver. A delay or failure in enforcing a right does not mean we have given it up.
Third-party rights. No one other than you and us has any right to enforce these Partner Terms, under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except the people your indemnity in section 15 covers.
Notices. We will send notices to the email address on your Partner Account. You can send notices to us at partners@tuppence.ai or our registered office.

17. Governing law and disputes

These Partner Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or the Programme are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. The courts of England and Wales have exclusive jurisdiction over any dispute or claim that you bring against us, and you waive any objection that they are an inconvenient forum. We may bring proceedings against you in those courts or in any other court that has jurisdiction. To the extent the law allows, you may bring claims against us only in an individual capacity, and not as part of any class, group or representative action.

18. Contact us

Questions about the Programme or these Partner Terms can be sent to partners@tuppence.ai or by post to Tuppence AI Ltd, 38 Greenvale Road, London SE9 1PD, United Kingdom.