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Terms of Service

The terms governing your use of Noeva. By using the platform, you agree to these terms.

Version: 0.1 · Last updated: 17 May 2026 · Operator: Noeva (Pty) Ltd, South Africa

1. About these terms

These Terms of Service (“Terms”) govern your use of the Noeva commerce platform (“Noeva”, “we”, “us”). The platform is delivered via WhatsApp Business and the web checkout page at commerce.noeva.co.za.

Noeva is a software platformthat enables independent merchants (“Sellers”) to receive payments and ship parcels to their customers (“Customers”). We are not a marketplace in the legal sense: we do not list, curate, price, or take ownership of any product. The sale contract is always directly between the Seller and the Customer.

Noeva is not a payment provider. Payments are processed by Paystack South Africa, a licensed Third-Party Payment Provider (TPPP) registered with PASA. Paystack holds the customer funds and routes them to the seller's bank account. Noeva's only role in the payment flow is to provide the software interface and (in narrow first-sale onboarding windows) a transitional bridge described in clause 3.6.

Noeva does not provide shipping services directly. Shipping is fulfilled by The Courier Guy (TCG) under its own terms. Noeva's role is to book shipments on the Seller's behalf via TCG's API.

By using Noeva, you agree to these Terms. If you do not agree, do not use the platform.

2. Definitions

  • Seller — a registered user who lists and sells goods through Noeva.
  • Customer — a person who buys goods from a Seller through Noeva.
  • Order — a sale agreement between a Seller and a Customer initiated through Noeva.
  • Platform fee — the percentage of each order Noeva retains in exchange for providing the software, checkout, and shipping integration.
  • Bridge transfer — a one-time transitional payment route used during first-sale onboarding, described in clause 3.6.
  • POPIA — the Protection of Personal Information Act, 4 of 2013.
  • CPA — the Consumer Protection Act, 68 of 2008.
  • ECTA — the Electronic Communications and Transactions Act, 25 of 2002.

3. Seller terms

3.1 Account creation

You become a Seller by completing the onboarding flow in WhatsApp (name, business name, collection address). You confirm that:

  • The mobile number you onboard with is yours and registered to you.
  • The business name you provide is accurate, not misleading, and you have the right to trade under it.
  • You will provide accurate bank details when prompted (clause 3.4).
  • You are at least 18 years old and resident in South Africa.

3.2 Prohibited items and conduct

You may not use Noeva to sell or facilitate:

  • Items prohibited by South African law (firearms, stolen goods, illegal substances, counterfeit goods, etc.)
  • Items requiring a regulated licence you do not hold (alcohol, tobacco, pharmaceuticals, etc.)
  • Adult content, gambling, or services in lieu of physical goods
  • Hate speech, harassment material, or content that would violate Customer dignity under POPIA
  • Money-laundering, structuring, or value-transfer schemes (including but not limited to fictitious “products” intended to move funds between parties — see clause 6)

We reserve the right to suspend your account and refund affected customers if we reasonably suspect a breach of this clause.

3.3 Initial payout timing

Seller acknowledges that initial payouts may take up to 5 business days after delivery confirmation. This hold period is standard for marketplace commerce platforms (e.g., Takealot holds 7+ days, Amazon holds 14 days) and is in place for:

  • Fraud prevention on new Sellers
  • Time to resolve disputes or chargebacks before funds leave the platform
  • Carrier delivery confirmation alignment

After the Seller has completed 3 successful, delivery-confirmed orders, the Seller's Paystack subaccount is upgraded to automatic settlement (T+1), at which point payouts arrive within 24 hours of delivery confirmation without intervention.

3.4 Payment processing via Paystack

Seller acknowledges that the platform uses Paystack as the payment processor and that payouts are subject to Paystack's verification and compliance requirements.

  • Customer payments are processed by Paystack, not Noeva.
  • The Seller's payout details (bank name, account number) are verified through Paystack's Account Resolve API at KYC time.
  • Once verified, the full account number is removed from Noeva's systems; only the last 4 digits are retained for messaging purposes. Paystack retains the full details under its own ToS.
  • Paystack may request additional verification (e.g., proof of bank account, FICA documents) for high-value or high-volume accounts. Noeva facilitates this exchange but is not the verifying party.

3.5 Settlement holds

Platform reserves the right to hold settlements pending investigation of disputes, chargebacks, or suspicious activity.

Settlement may be placed on hold in any of the following situations:

  • A chargeback or formal dispute has been raised by the Customer or their bank.
  • The Seller initiates a dispute via the dispute NVA-XXXX command.
  • Our transaction-monitoring system flags the order for manual review (e.g., unusually high order value, velocity anomalies, self-dealing patterns).
  • Bank details fail verification or the transfer is rejected by Paystack.

We will notify the Seller via WhatsApp when a hold is placed and provide the reason. Held settlements are reviewed within 5 business days. Released settlements proceed via the standard payout flow.

3.6 Pre-subaccount bridge and 30-day refund

If Seller does not provide valid bank details within 30 days of a sale, the payment will be refunded to the Customer.

When a new Seller makes their first sale before completing payout setup, the customer's payment lands in our main Paystack account temporarily. We attempt to contact the Seller to complete KYC:

  • 24 hours after the sale: WhatsApp reminder.
  • 7 days: flagged for manual review by our team.
  • 30 days: customer is automatically refunded in full and the order is cancelled.

This is a one-time onboarding bridge per Seller, not a regular payment flow. From the Seller's second sale onwards, Paystack splits payments at the source and no funds pass through Noeva.

3.7 Platform fee

Platform fee of 5% is non-refundable once the service has been rendered (checkout processed, shipment created).

  • Noeva charges 5% of the product price per order, calculated and deducted automatically by Paystack at the time of payment.
  • The Seller's payout = product price − 5% platform fee − shipping cost − Paystack processing fee.
  • If a Customer cancels before shipment is created, the platform fee is also refunded (no service rendered).
  • If a Customer returns goods after delivery, the platform fee is retained because the service (checkout, payment processing, shipment booking) was rendered. Only the product price is refunded in a confirmed return.
  • Shipping fees paid to TCG are not refundable to either party.

3.8 Bank details accuracy

Seller is responsible for the accuracy of their bank details. Payouts sent to incorrect accounts due to Seller error are not recoverable by the platform.

At KYC, the Seller is shown the account-holder name returned by Paystack's Resolve API and asked “Is this you?” before any subaccount is created. By tapping “Yes, that's me”, the Seller confirms the account is theirs and that they accept liability for the accuracy of the information.

If a payout is sent to a confirmed-incorrect account, recovery is the Seller's responsibility through their bank. Noeva will assist with documentation but cannot reverse the transfer.

3.9 Identity verification

Platform may require additional identity verification (ID photo, proof of address, business registration) for Sellers exceeding volume thresholds set by the platform or required by applicable South African financial regulations.

  • Tier 1 (default): bank account verification via Paystack Resolve.
  • Tier 2 (R50,000+ monthly gross sales): South African ID photo, held encrypted in Supabase Storage.
  • Tier 3 (R1,000,000+ annual turnover): CIPC business registration document (where the seller trades as a registered business) plus SARS VAT-registration evidence.

Failure to provide requested verification within 30 days of the request may result in payout suspension until verification is completed.

3.10 Tax and VAT

Sellers are solely responsible for:

  • Declaring income to SARS in their personal or business capacity.
  • Registering for VAT once they cross the R1,000,000 / 12-month turnover threshold.
  • Issuing tax invoices to customers who require them.

Noeva sends an informational nudge when the Seller crosses the VAT threshold but does not provide tax advice.

4. Customer terms

4.1 Distance selling and cooling-off (ECTA s.44)

Under section 44 of the Electronic Communications and Transactions Act, the Customer has the right to cancel a transaction concluded electronically without reason within 7 business days of receiving the goods, by notifying the Seller. The Customer is responsible for the return shipping cost unless the goods were defective.

To initiate a return, the Customer should message the Seller directly. The Seller will issue the return instructions through Noeva.

4.2 Defective or non-conforming goods (CPA s.55-56)

If the goods are defective, unsafe, or not as described, the Customer has additional rights under the Consumer Protection Act (CPA). The Customer may demand repair, replacement, or refund within 6 months of delivery under CPA s.56. These rights are between the Customer and the Seller; Noeva facilitates the conversation but is not the seller of the goods.

4.3 Customer data

Customer data collected during checkout is used solely for order fulfillment and delivery notifications. Sellers do not have access to bulk customer data exports.

See the separate Privacy Policy for full POPIA disclosures. Customer data is retained for 90 days after delivery, after which personally identifying fields (phone, name, address) are automatically anonymized.

4.4 Delivery

  • Shipping is performed by The Courier Guy under its own terms.
  • Estimated delivery times are advisory, not guaranteed.
  • The Customer is responsible for providing an accurate delivery address. Failed deliveries due to incorrect addresses may be redirected to a locker at the Customer's expense.
  • Risk of loss passes to the Customer when the parcel is handed over by the carrier (locker collection or door delivery).

5. Platform rights and limitations

5.1 Suspension

We may suspend or terminate any account where we reasonably believe:

  • The user is in breach of these Terms or applicable law.
  • The account is being used for fraud, money-laundering, or value-transfer schemes (see clause 6).
  • A chargeback rate exceeds Paystack's tolerance, putting the platform's processing relationship at risk.
  • Government, regulator, or court order requires it.

Suspended accounts will have any held funds reviewed individually.

5.2 No warranties

The platform is provided “as is”. We make no warranty that:

  • The platform will be uninterrupted or error-free.
  • WhatsApp, Paystack, or TCG will be available at any given moment.
  • A particular sale, payment, or delivery will succeed.

5.3 Limitation of liability

To the maximum extent permitted by law, our aggregate liability to any Seller or Customer for any claim arising from the use of the platform is limited to the platform fees we have collected from that user in the 12 months preceding the claim, or R5,000, whichever is greater.

This does not limit our liability for fraud, gross negligence, or any liability that cannot be limited under South African law.

5.4 Indemnity

The Seller agrees to indemnify Noeva against any claim, demand, penalty, or cost arising from:

  • The Seller's breach of these Terms.
  • The Seller selling goods that infringe a third party's rights or violate law.
  • The Seller's failure to deliver, ship, or honour CPA obligations to the Customer.

6. Anti-money-laundering and self-dealing

The platform monitors transactions for patterns associated with money laundering, structuring, and self-dealing (e.g., Sellers paying themselves through the platform to cash out). Detected patterns may trigger:

  • Settlement hold for manual review.
  • Request for additional verification.
  • Account suspension.
  • A Suspicious Activity Report filed with the Financial Intelligence Centre if patterns warrant.

By using Noeva you confirm that you are not using the platform to disguise the origin or movement of funds.

7. POPIA — your rights as a data subject

POPIA gives you the right to:

  • Know what data we hold about you and why.
  • Request a copy of that data.
  • Request correction of inaccurate data.
  • Request deletion of data we no longer have a lawful basis to hold.
  • Object to direct marketing.
  • Lodge a complaint with the Information Regulator (inforegulator.org.za).

To exercise any of these rights, email privacy@noeva.co.za.

Full POPIA disclosures, including the Information Officer's contact details and our data retention schedule, are in the Privacy Policy.

8. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified by WhatsApp message to all active Sellers and shown on the checkout page for Customers, with at least 14 days' notice before the new terms take effect.

Continued use of the platform after the effective date constitutes acceptance of the updated Terms.

9. Governing law and disputes

These Terms are governed by the law of the Republic of South Africa. Any dispute will be submitted to the Magistrate's Court or High Court of South Africa, whichever has jurisdiction.

Before formal proceedings, the parties agree to attempt resolution in good faith via written correspondence to support@noeva.co.za within 30 days of the dispute arising.

Nothing in this clause prevents either party from seeking urgent interim relief.

10. Severability and entire agreement

If any provision of these Terms is held to be unenforceable, the remaining provisions remain in full force.

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Noeva and supersede any prior representations.

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