Merchant & Partner Terms
For Nurseries, CFAs and corporate partners. Effective 2 June 2026 · Governing law: Kenya.
1. Scope
These Merchant & Partner Terms ("M&P Terms") govern the relationship between TreesPartner Ltd and any Nursery, Community Forest Association (CFA), corporate offtaker, agroforestry cooperative or research institution (each a "Partner") that lists products, services or restoration projects on the TreesPartner Platform.
2. Onboarding & verification
Partners must submit (a) certificate of incorporation or CFA constitution registered with the Kenya Forest Service under section 46 of the Forest Conservation and Management Act, 2016; (b) KRA PIN; (c) bank or M-Pesa till; (d) land tenure documentation or community land registration (Community Land Act, 2016); (e) phytosanitary certification for nurseries (KEPHIS); (f) directors' / officials' ID. We complete KYC within 7 business days.
3. Listings & catalogue
Partners warrant that all listings are accurate, that seedlings are healthy, native or approved non-invasive species, propagated lawfully, and free of pests and diseases. Misrepresentation results in delisting and forfeiture of escrow funds in dispute.
4. Escrow & settlement
All marketplace transactions route through TreesPartner Escrow. Funds release on (i) buyer confirmation of delivery, (ii) 7-day auto-release where no dispute is raised, or (iii) dispute resolution in the Partner's favour. Standard platform fee is 6% on goods and 3% on verified carbon credits, deducted at settlement. M-Pesa, Stripe and crypto rails settle in T+1; bank rails in T+3.
5. Carbon & biodiversity revenue share
Carbon credits and biodiversity certificates generated from Partner sites are jointly registered. Revenue share: 70% to community Partner, 15% to landowner (where distinct), 10% to TreesPartner verification & MRV, 5% to a community climate-resilience fund administered by an independent trustee. The split is fixed by the Partner Agreement and may only be varied by written addendum.
6. Standards & MRV
Partners commit to: FPIC for all community engagements; chain-of-custody for seedlings; geo-tagged photographic evidence on planting; quarterly survival audits; and cooperation with satellite-based monitoring. Reporting follows the Verra v4, Gold Standard or Plan Vivo methodology applicable to the project.
7. Compliance
Partners comply with the Forest Conservation and Management Act, 2016; the Environmental Management and Coordination Act (EMCA), 1999 as amended; the Climate Change Act, 2016 (as amended 2023) including the Carbon Markets Regulations, 2024; the Water Act, 2016; the Wildlife Conservation and Management Act, 2013; the Employment Act, 2007; the Occupational Safety and Health Act, 2007; and all county-level by-laws relevant to the site.
8. Data sharing
Partners grant TreesPartner a perpetual, royalty-free, worldwide licence to publish aggregated and project-level data, imagery and verification artefacts for transparency, scientific research and donor reporting. Personal data of community members is processed under our Privacy Notice.
9. Anti-bribery & sanctions
Partners warrant compliance with the Bribery Act, 2016, the Proceeds of Crime and Anti-Money Laundering Act, 2009 and applicable UN/OFAC/EU sanctions. Facilitation payments are prohibited.
10. Liability & insurance
Partners maintain public liability cover of not less than KES 5,000,000 per occurrence and workers' compensation as required by WIBA, 2007. Each party's aggregate liability to the other under these M&P Terms is capped at the fees paid by the Partner in the preceding 12 months, save for liability for fraud, gross negligence or breach of section 8.
11. Term & termination
Either party may terminate on 60 days' notice. We may suspend listings immediately for breach, safety, fraud, or regulatory order. Survival of clauses 5, 6, 8, 9 and 12 post-termination.
12. Governing law and disputes
Kenyan law governs these M&P Terms. Disputes are first escalated to mediation under the Nairobi Centre for International Arbitration Mediation Rules, then to arbitration under the Arbitration Act, 1995 by a single arbitrator seated in Nairobi, in English.
13. Notices & contact
merchants@treespartner.org · TreesPartner Ltd, ABC Place, Waiyaki Way, Nairobi, Kenya.