smallwondr Merchant Terms of Service

1. Definitions

1. Platform / Service — the smallwondr website, application, and related services operated by smallwondr.
2. Gift Card — a digital code, redeemable once, for its full stated value, exclusively at the Merchant it was purchased for.
3. Sender — the individual who purchases a Gift Card through the Platform.
4. Recipient — the individual named by a Sender to receive a Gift Card.
5. Redemption — the Merchant's act of accepting a valid, unredeemed Gift Card from a Recipient at its full face value, via the Platform's redemption flow.
6. Merchant Account — the Owner/Manager account through which a Merchant administers its listing, staff, and payouts.
7. Staff Account — a business-code-and-PIN sub-account, limited to the redemption function only, that a Merchant may create for its personnel.
8. Settlement Account — the mobile money account nominated by the Merchant to receive Payouts.
9. Payout — a disbursement from smallwondr to the Merchant's Settlement Account representing the value of Redeemed Gift Cards owed to the Merchant, net of any Fees under Clause 4.

2. Eligibility and Registration

1. You must be at least 18 years old and lawfully authorized to bind the business you register, and the business must lawfully operate in Rwanda.
2. Information you submit at registration and afterward — business name, category, description, minimum gift amount, Settlement Account, owner phone number, and any optional fields you choose to provide — must be accurate and kept up to date.
3. Every Merchant Account is subject to smallwondr's review before activation. Approval is at smallwondr's discretion; we are not obliged to approve any application.
4. You may create Staff Accounts for personnel who operate the redemption function only. You are responsible for the conduct of anyone using a Staff Account you created, and for revoking access (including regenerating the business code) promptly if it is compromised or a staff member leaves.
5. A Merchant Account represents one physical redemption location. A business with multiple branches registers each as a separate Merchant Account.

3. The Service

1. smallwondr provides the technology through which Senders purchase Gift Cards for redemption at your business, and through which you redeem, track, and receive payment for those Gift Cards.
2. smallwondr is not a party to, and takes no position on, the underlying relationship between a Sender and a Recipient. Our obligation is to facilitate the purchase, delivery, and redemption of the Gift Card as described in these Terms.
3. smallwondr may, at its discretion, feature, promote, or otherwise curate how Merchants appear on the Platform, including a curated card-color palette and merchant category taxonomy that we maintain and may update from time to time.

4. Fees and Charges

1. Commission. As of the Effective Date, smallwondr charges a 0% commission on Redeemed Gift Cards. This rate may change; if it does, we will give you at least 30 days' notice before the new rate applies to your account, and the current rate is always visible in your Merchant Account.
2. Paypack fees (payment provider fees). Moving money through our third-party payment provider has a real cost. As of the Effective Date these fees are paid by the Sender, and nothing is deducted from your Payout for them. This may change; if a payment provider fee is ever charged to you, we will give you at least 30 days' notice before it applies to your account, it will apply only to Gift Cards paid for after the change, and it will be itemized as its own line on every Payout. It is the provider's charge, not an amount smallwondr adds or retains.
3. Instant payout fee. If you request same-day payout instead of the standard schedule, an additional fee applies, shown to you before you confirm the request. This is optional and only charged when you choose it.
4. Fees are calculated on Redeemed value only. A Gift Card that has been paid for but not yet redeemed generates no Fee and is not owed to you until it is Redeemed.
5. All Fees are stated and itemized in RWF, before you confirm any action that incurs them.

5. Payments and Payouts

1. You are owed payment only for Gift Cards that have been Redeemed. smallwondr does not owe you, and will not pay out, the value of an issued but unredeemed Gift Card.
2. Payouts are disbursed to your Settlement Account on the schedule shown in your Merchant Account, batching all Redeemed, unpaid Gift Cards since the last Payout.
3. Payouts below the minimum threshold shown in your Merchant Account roll forward and accumulate into the next scheduled Payout rather than failing.
4. Changing your Settlement Account requires re-verification of your identity through the Platform's standard verification step, to prevent an unauthorized change of where your funds are sent.
5. If a Payout attempt fails or is voided, you will be notified by SMS and email, and the underlying Redeemed value remains owed to you and is included in the next successful Payout attempt.

6. Redemption of Gift Cards

1. A Gift Card is redeemed once, for its full stated value. Partial redemption is not supported.
2. You must honor any Gift Card presented to you that is valid, unredeemed, not voided, and not expired, at its full stated value, without requiring the Recipient to pay any additional amount toward that value.
3. Unredeemed Gift Cards may become subject to a dormancy policy after a period of inactivity set out in smallwondr's platform settings, which may include notifying the Sender, refunding the Sender, or another action smallwondr determines — this does not create any liability for you as the Merchant.
4. smallwondr may refund or void a transaction in accordance with Clause 9. You will always be notified when a refund or void affects one of your transactions.

7. Merchant Obligations

1. Provide the goods or services represented by a redeemed Gift Card at the value stated, on the same terms you'd offer any paying customer.
2. Keep your business listing (description, pricing information, business hours, and any other public-facing information) accurate.
3. Maintain the confidentiality of your Staff Account business code and ensure PINs are not shared beyond the staff member they were issued to.
4. Cooperate in good faith with any smallwondr inquiry into a disputed, suspicious, or flagged transaction.
5. Notify smallwondr promptly if you believe your account, Settlement Account, or a Staff Account has been compromised.

8. Prohibited Conduct

You must not, and must not permit anyone using a Staff Account to:

• Redeem, or mark as redeemed, a Gift Card that was not genuinely presented and honored;
• Demand a surcharge, discount reduction, or any additional payment as a condition of honoring a valid Gift Card;
• Misrepresent your business, its offerings, or its pricing on the Platform;
• Attempt to circumvent, reverse-engineer, or interfere with the Platform's Redemption, payment, or security mechanisms;
• Use the Platform for any transaction unrelated to a genuine sale of goods or services at your business.

9. Refunds, Voids, and Disputes

1. smallwondr may refund a Sender or void a Gift Card transaction — including one that has already been Redeemed — where required by fraud investigation, a payment reversal from our processor, a Sender or Recipient complaint substantiated on review, or applicable law.
2. Where a void or refund reverses a transaction already included in a Payout to you, smallwondr will notify you and may deduct the reversed amount from a future Payout, or invoice you directly for it if no future Payout is available to offset it within 60 days.
3. You may raise a dispute over any transaction, refund, or void by contacting +250 799 530 691 (call or WhatsApp); we will investigate and respond within a reasonable time.

10. Data Protection

1. smallwondr processes personal data you provide, and personal data about your Staff Accounts, in accordance with our Privacy Policy and Rwanda's Law N° 058/2021 of 13/10/2021 relating to the protection of personal data and privacy.
2. You will not receive a Sender's private message to a Recipient — only the information necessary to fulfill and reconcile a Redemption.
3. You are responsible for keeping any customer information you access through the Platform (e.g., a Recipient's name at Redemption) confidential and using it only to fulfill that transaction.

11. Intellectual Property and Branding

1. You grant smallwondr a non-exclusive, royalty-free license to display your business name, description, logo or identity mark, and chosen card color on the Platform and in related promotional material, for the purpose of operating and marketing the Service.
2. smallwondr's own name, marks, and platform design remain smallwondr's property. Nothing in these Terms grants you rights to them beyond what's needed to operate your Merchant Account.
3. A Gift Card's color is fixed at the moment it is issued and is not affected by any later change you make to your listed card color.

12. Term, Suspension, and Termination

1. These Terms apply from the date you accept them until your Merchant Account is closed by either party.
2. You may close your Merchant Account at any time by contacting +250 799 530 691 (call or WhatsApp); any value already owed to you for Redeemed Gift Cards will still be paid out.
3. smallwondr may suspend or terminate your Merchant Account, with reasons given, for a material breach of these Terms, suspected fraud or abuse, or a legal or regulatory requirement to do so. Where reasonably possible, we will give you notice and an opportunity to respond first.
4. Termination does not relieve either party of obligations that accrued before the termination date, including payment for Gift Cards already Redeemed.

13. Disclaimers and Limitation of Liability

1. The Service is provided “as is.” smallwondr does not guarantee uninterrupted or error-free operation, and is not responsible for failures caused by third-party providers (including payment or messaging providers) outside our reasonable control.
2. To the fullest extent permitted by law, smallwondr's total liability to you arising out of these Terms or the Service, in any twelve-month period, is limited to the greater of (a) RWF 500,000, or (b) the total Fees actually retained by smallwondr from your account in that period.
3. Nothing in this Clause 13 limits liability for fraud, willful misconduct, or any liability that cannot lawfully be limited or excluded.

14. Indemnification

You agree to indemnify and hold smallwondr harmless from claims, losses, or costs arising from your breach of these Terms, your violation of applicable law, or a good or service you provided that gave rise to a Redemption dispute — except to the extent the claim arises from smallwondr's own breach or negligence.

15. Confidentiality

Each party will keep confidential any non-public information disclosed by the other in connection with this agreement, and use it only to perform its obligations under these Terms, except where disclosure is required by law.

16. Force Majeure

Neither party is liable for a delay or failure to perform caused by circumstances reasonably beyond its control, including internet or telecommunications outages, failures of a third-party payment or messaging provider, or acts of government.

17. Amendments to These Terms

smallwondr may update these Terms from time to time. Material changes will be notified to you at least 30 days before they take effect, through your Merchant Account or the contact details on file. Continued use of the Service after that date constitutes acceptance.

18. Governing Law and Dispute Resolution

1. These Terms are governed by the laws of the Republic of Rwanda.
2. The parties will first attempt to resolve any dispute through good-faith negotiation. If unresolved within 30 days, the dispute will be submitted to the competent Commercial Courts of Rwanda.

19. General Provisions

1. Severability. If any provision of these Terms is found unenforceable, the remaining provisions continue in effect.
2. Assignment. You may not assign these Terms without our written consent; smallwondr may assign these Terms in connection with a merger, acquisition, or sale of assets.
3. Notices. Notices to you are effective when sent to the contact details on your Merchant Account; notices to smallwondr should be sent to hello@smallwondr.com or, if that inbox is not yet active, +250 799 530 691.
4. Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and smallwondr regarding the Service.