Givmo

Merchant terms

The full agreement for businesses using Givmo.

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GIVMO MERCHANT TERMS & COMMISSION AGREEMENT

Version 2.2 · Effective [DATE] · givmotech.com/merchant-terms

1. WHO THIS AGREEMENT IS BETWEEN

This Agreement is between: Givmo Tech, a company registered in Ghana with registration number [COMPANY NUMBER], of 42 Giffard Road, Cantonments, Accra, Ghana ("Givmo", "we", "us"); and You, the business that has completed Givmo merchant sign-up ("Merchant", "you", "your"). By completing the sign-up flow and verifying the one-time code sent to your registered mobile number, you accept this Agreement on behalf of your business. Under the Electronic Transactions Act, 2008 (Act 772), that acceptance has the same legal effect as a written signature. You confirm that you are authorised to bind your business to this Agreement.

2. WHAT GIVMO IS

Givmo operates a loyalty rewards platform. Your customers earn cash-equivalent loyalty rewards ("Cash Back Rewards") when they transact with you, which they may redeem against future purchases. Givmo also issues gift cards, described in §4. Givmo is a technology platform. We are not a party to any sale between you and your customer. You remain solely responsible for the goods and services you sell, your pricing, your tax obligations, and your compliance with consumer protection and any sector-specific law that applies to you.

3. THE FREE SERVICES

The following are provided to you at no charge, for as long as this Agreement is in force: (a) The Givmo loyalty programme, with unlimited enrolled customers and unlimited reward issuance; (a1) Loyalty personalisation and customisation; (b) Configuration of your own reward rates, thresholds, campaigns and redemption limits; (c) Your merchant dashboard, analytics and customer list; (d) A capped monthly allocation of listings on the Givmo Deals board (see §4.4); (e) Issuance of Merchant Gift Cards redeemable only at your business; (f) Onboarding, staff training and your physical merchant kit (window decal and desk tent); (g) Customer support. Givmo charges 0% commission on Cash Back Rewards. The full reward percentage you set is issued to your customer. We take nothing from it, at any time, under any circumstances. We may change what is included in the free services, but we will give you 30 days' notice before removing anything material, and you may terminate under §9 if you do not accept the change.

4. GIFT CARDS AND COMMISSION

4.1 Two kinds of gift card

Merchant Gift Cards are issued by you, redeemable only at your business. Givmo charges no commission on Merchant Gift Cards — neither on issue nor on redemption. Universal Givmo Gift Cards are issued by Givmo and redeemable at any participating merchant on the network.

4.2 The commission

You pay Givmo a commission of 10% of the value of any Universal Givmo Gift Card redeemed at your business (the "Commission"). Your Commission Rate is stated in your Merchant Record and confirmed at sign-up. Rates may be individually negotiated between 7% and 10% based on category and volume; where an individually negotiated rate applies, that rate governs and is recorded in your Merchant Record. No other fees are payable. There is no subscription, setup fee, monthly minimum, hardware charge, per-transaction fee on loyalty, or exit fee.

4.3 Settlement

Redemptions of Universal Givmo Gift Cards at your business are settled to you net of Commission on each settlement run. Settlement runs [WEEKLY / EVERY 14 DAYS — CONFIRM], and funds are transferred to the bank or mobile money account recorded in your dashboard. Every settlement is itemised in your dashboard: each redemption, the Commission applied, and the net amount paid to you. You have 14 days from a settlement date to raise a discrepancy; after that the settlement is treated as accepted. Where the money sits between purchase and redemption. Value loaded onto Universal Givmo Gift Cards is held with Givmo's banking partner [BANK NAME] pending redemption or expiry (the "Float"). Any interest or return earned on the Float accrues to Givmo and forms part of our revenue. It is not a charge to you and it does not affect the amount settled to you, which is always the redeemed value less your Commission Rate. [COUNSEL: confirm this disclosure is adequate and that the arrangement with the banking partner is properly documented, including whether the Float must be held in a segregated or trust account.]

4.4 Opting out

You may switch off acceptance of Universal Givmo Gift Cards at any time from your dashboard, effective within 24 hours. Gift cards already validly issued and presented before the switch-off takes effect must still be honoured. You keep every free service in §3 with one exception: your free monthly allocation of Deals board listings is funded by the gift card side of the business, so it is available only while you accept Universal Givmo Gift Cards. Switching acceptance off suspends the free allocation; switching it back on restores it. Everything else in §3 — your loyalty programme, personalisation, dashboard, customer list, training, kit, support and your own Merchant Gift Cards — remains free and unaffected, permanently.[a]

4.5 Changes to the Commission Rate

We will not change your Commission Rate without 30 days' written notice. If you do not accept a change, you may terminate under §9 and no changed rate will apply to you during your notice period.

4.6 Regulatory status

[COUNSEL TO CONFIRM AND COMPLETE.] Depending on how Universal Givmo Gift Cards are characterised under the Payment Systems and Services Act, 2019 (Act 987), they may constitute stored value requiring a Bank of Ghana authorisation or a licensed payment service provider partner to hold the float. This must be resolved before Universal Givmo Gift Cards are offered at scale. Until it is resolved, consider limiting operations to Merchant Gift Cards.[b]

5. YOUR OBLIGATIONS

You agree to: (a) Honour Cash Back Rewards and Givmo gift cards presented by your customers in accordance with the rules you configured, at the same prices, and on the same terms, as any other customer. You may not surcharge, exclude items, refuse promotions, or provide inferior service to a customer because they are paying with Givmo value. This is the single obligation that most protects the network, and a breach of it is grounds for immediate suspension under §10. (b) Maintain at least two authorised approvers, one of whom must be an owner or director, and update your approver list in the dashboard promptly when staff change. You are responsible for everything done under your account by anyone you authorise. (c) Approve or deny reward claims honestly and promptly, based on transactions that actually occurred. (d) Keep your business information accurate — legal and trading name, address, opening hours, contact details, logo and reward settings. (e) Display the Givmo merchant kit at your premises in a visible position while this Agreement is in force. (f) Not misuse the platform, including by creating false transactions, self-claiming rewards, enrolling fictitious customers, manipulating campaigns for personal benefit, or attempting to convert Cash Back Rewards to cash outside the platform. (g) Comply with applicable law, including the Data Protection Act, 2012 (Act 843), in your handling of any customer information you receive through Givmo. (h) Fund your reward liability. Cash Back Rewards issued by you are a liability of your business until they are redeemed or expire.

6. GIVMO'S OBLIGATIONS

We agree to: (a) Operate and maintain the platform with reasonable skill and care; (b) Provide the free services in §3; (c) Never charge Commission on Cash Back Rewards; (d) Settle amounts owed to you accurately and on schedule; (e) Provide onboarding, staff training and support; (f) Never sell or rent your customers' personal data (see §8); (g) Give you the notice periods set out in this Agreement before changing anything material. We do not guarantee any particular level of customer traffic, sales, sign-ups or revenue. Any projection or example we give you is illustrative.

7. CASH BACK REWARDS — HOW THEY WORK

  • Cash Back Rewards are not legal tender and are not exchangeable for cash. They may only be redeemed against future purchases.
  • Cash Back Rewards are merchant-locked and non-transferable. Cash Back Rewards issued by your business are redeemable only at your business. They cannot be spent at, transferred to, or claimed against any other merchant on the network, and no other merchant's Cash Back Rewards can be presented at yours. Universal Givmo Gift Cards (§4) are the only value that moves between merchants.
  • Expiry: 3 months from issue for unverified customers; 12 months for customers who have completed Ghana Card verification. Givmo notifies customers 14 days, 7 days and 1 day before expiry. [TO BE ENABLED] Each new claim a customer makes at your business renews the expiry date on their whole balance with you, so an active customer's rewards do not lapse.
  • Claim window: a customer must request a reward within 30 minutes of the transaction (2 hours if verified). Unclaimed requests expire automatically.
  • Redemption limits: you set a maximum redemption per transaction. Redemptions above GHC 2,000 require a one-time code sent to the customer's registered number. Partial redemption is always permitted.
  • Expired Cash Back Rewards is extinguished and creates no liability for you or for Givmo.
  • Refunds and returns: if a customer returns goods for which Cash Back Rewards was issued, you may reverse the corresponding reward from the dashboard within [14] days of the original transaction.

8. DATA

Your customer data belongs to you. The customers who enrol at your business, and their transaction history with you, are visible to you in your dashboard and exportable at any time. On termination we will export your full customer list and transaction history to you on request within 14 days. Givmo does not sell or rent personal data. We may publish aggregated, anonymised insights about consumer behaviour across the network — no individual customer or individual merchant is identifiable in any such publication, and no data that identifies your business's performance is shared with another merchant. You and Givmo each act as a data controller in respect of customer personal data you hold, and each of us is responsible for our own compliance with the Data Protection Act, 2012 (Act 843). Our handling of personal data is set out in the Givmo Privacy & Cookie Policy, which forms part of this Agreement. You must not use customer contact details obtained through Givmo for marketing that the customer has not consented to.

9. TERM, TERMINATION AND OFFBOARDING

9.1 Term

This Agreement runs on a rolling monthly basis from the date you accept it. There is no fixed term and no lock-in.

9.2 Notice

Either party may terminate by giving 30 days' written notice — from your dashboard, or by email to hello@givmotech.com. Notice takes effect on the day it is received.

9.3 The 30-day grace period

From the date notice is given: (a) No new Cash Back Rewards are issued at your business; (b) Your customers may continue to redeem their existing Cash Back Rewards with you for the full 30 days, on the same terms as before; (c) Givmo will notify every affected customer by SMS on the day notice is given, again at day 15, and again at day 25, telling them their balance, the deadline, and how to use it; (d) You must continue to honour redemptions throughout the grace period. You may not restrict, surcharge or discourage redemption during this window — doing so is a material breach.

9.4 What happens to unredeemed balances — the settlement rule

At the end of the 30-day grace period, any Cash Back Rewards issued by you and still unredeemed are settled by you to Givmo at face value, and Givmo converts them into Universal Givmo Gift Card credit for the affected customers.

  • Givmo will invoice you for the closing unredeemed balance. That invoice is payable within 14 days.
  • Your liability closes cleanly and finally on payment. You have no further obligation to any customer in respect of Cash Back Rewards.
  • The affected customers keep the value they earned and can spend it anywhere on the Givmo network.

The reasoning, stated plainly for merchants: you promised your customers that reward, and they earned it by spending with you. This rule means they don't lose it, you don't carry an open-ended liability. It is the same amount you already owed — it just gets delivered somewhere they can still use it. [COUNSEL: please confirm the enforceability of this settlement obligation and the appropriate characterisation of the resulting credit. This clause is commercially central and must be right.]

9.5 Closing the account

Within 14 days after the grace period ends and settlement is paid, Givmo will export your customer list and transaction history to you and close your account. Your listing is removed from the Deals board and the merchant directory on the day notice takes effect.

9.6 No exit fee

There is no charge for terminating this Agreement.

10. SUSPENSION

We may suspend your account immediately, with notice to you as soon as reasonably practicable, if: (a) We reasonably suspect fraud, false transactions, or manipulation of rewards or campaigns; (b) You refuse to honour Cash Back Rewards or Givmo gift cards, or you surcharge or disadvantage Givmo customers (§5(a)); (c) You fail to pay an amount due within 30 days of it falling due; (d) You are in material breach of this Agreement and have not fixed it within 14 days of us telling you about it; (e) We are required to by law or by a regulator. Suspension does not extinguish your customers' Cash Back Rewards. If a suspension leads to termination, §9.3 and §9.4 apply.

11. INTELLECTUAL PROPERTY

Givmo owns the platform, the Givmo name and marks, and all software and materials we provide. You get a non-exclusive, non-transferable licence to use them to operate your Givmo programme while this Agreement is in force, and it ends when the Agreement ends. You grant Givmo a licence to use your business name, trading name and logo to identify you as a participating merchant on our website, in the app, in the merchant directory, on marketing materials and in the Deals board, for as long as this Agreement is in force.

12. CONFIDENTIALITY

Each party will keep the other's non-public commercial information confidential and use it only to perform this Agreement. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law.

13. LIABILITY

[COUNSEL TO REVIEW AND SET FIGURES.] Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be excluded under Ghanaian law. Subject to that: (a) Neither party is liable to the other for loss of profit, loss of business, loss of anticipated savings, or indirect or consequential loss; (b) Givmo's total liability under this Agreement in any 12-month period is limited to the greater of GHC [10,000] and the total Commission you paid us in the preceding 12 months; (c) Givmo is not liable for interruptions caused by third parties outside our reasonable control, including but not limited to: SMS gateways, mobile networks, payment providers, or internet outages; (d) You are responsible for the goods and services you sell and for any claim arising from them. The platform is provided on an "as is" basis and we do not warrant that it will be uninterrupted or error-free.

14. CHANGES TO THESE TERMS

We may update these Terms. If a change is material — including any change to your Commission Rate, the offboarding settlement rule, or what is free — we will give you [30] days' notice (60 days for a Commission Rate change under §4.5) and require you to accept the new version before it applies to you. We will not silently change material terms. We keep a record of which version of these Terms you accepted and when. You can view and download it any time from Account → Agreement. Non-material changes (clarifications, typos, contact details) take effect on publication.

15. GENERAL

  • Assignment: you may not assign this Agreement without our written consent. We may assign it to a group company or in connection with a sale of our business, on notice to you.
  • Entire agreement: this Agreement, your Merchant Record, the Privacy Policy and any individually negotiated rate letter are the whole agreement between us.
  • Severability: if any clause is unenforceable, the rest stands.
  • No partnership: nothing here creates a partnership, joint venture, employment or agency relationship.
  • Notices: to Givmo at hello@givmotech.com; to you at the email and mobile number in your Merchant Record. It is your responsibility to keep those current.

16. DISPUTES

Between you and a customer: you and the customer should resolve it first. Givmo will provide the transaction record from the dashboard. If it cannot be resolved, either of you may raise it with Givmo and we will decide it against the platform record, usually within 2 working days. Our decision on platform records is final as to what the record shows. Between you and Givmo: we will try in good faith to resolve any dispute by discussion within 30 days. If we cannot, the dispute is referred to [MEDIATION / ARBITRATION UNDER THE ALTERNATIVE DISPUTE RESOLUTION ACT, 2010 (ACT 798) — COUNSEL TO CONFIRM], and failing that to the courts of Ghana. This Agreement is governed by the laws of the Republic of Ghana.

17. YOUR MERCHANT RECORD

Your Merchant Record is stored in your dashboard under Account → Agreement and forms part of this Agreement. It contains: Field Agreement reference GVM-[AREA]-[YEAR]-[SEQ] Legal name Trading name Category and area Address and opening hours Authorised signatory — name and position Verified mobile number Date and time of acceptance Terms version accepted Commission Rate Universal Gift Card acceptance on / off Authorised approvers Settlement account

Givmo Tech · 42 Giffard Road, Cantonments, Accra, Ghana hello@givmotech.com · +233 50 211 7144 Merchant Terms & Commission Agreement v2.2 — draft for legal review, September 2026. [a]delete [b]Depends on legal advice.