Vendor agreement

This agreement is between you, the vendor, and [registered name of IDK Solutions: to be supplied] (“Noques”), whose details are on the legal and company details page. You accept it when you submit a vendor application, and it applies from the day your application is approved.

The terms of service, the selling guidelines and the privacy policy also apply to you. Where they differ on a point about selling, this agreement applies.

• Hosts your storefront and product listings.
• Takes orders from customers, including baskets spanning several vendors, and passes your part to you.
• Collects payment from customers as your agent. You appoint Noques to receive payment for your sales on your behalf. A customer who has paid Noques has paid you.
• Holds your share of each paid order for you, and pays it out to your bank account when you ask.
• Processes refunds on your behalf out of your share.

Noques does not buy your goods, does not take ownership of them, and is not the seller. The contract of sale is between you and your customer.

Noques charges a commission on each sale, deducted when a paid order is split, so you never receive an invoice for it. There is no sign-up fee, no listing fee, no monthly fee and nothing to pay in a period with no sales.

Commission is a percentage of the price the customer paid for your items. If a customer uses cashback, Noques funds it: you receive your share of the full price. The payment provider’s card fees are included in the commission. There is currently no fee to be paid out.

Changes. Noques will tell you directly at least 20 business days before a change to your commission rate or to any fee takes effect. A change applies only to orders placed after that date, and you may close your account before it takes effect.

The Featured tier buys more prominent placement in the app. Because it is paid for, Noques identifies Featured placement to customers as sponsored. It does not change search results in any other way, and it does not affect reviews. You may leave the Featured tier at any time, effective for orders placed after you ask.

• Your balance is your money. Noques holds it for you and does not treat it as its own. It does not earn interest.
• Your share of each paid order is credited to your wallet when the order is paid, and recorded in a ledger.
• You request a payout once your balance is at least R250. Requests are paid in the next weekly payout run to the bank account you have given us, which must be in your name or your business’s name.
• A refund or a card reversal on one of your orders is deducted from your balance. If your balance cannot cover it, the shortfall is a debt you owe Noques and may be recovered from later sales.
• If your account is closed or suspended, your remaining balance is paid out, less anything in dispute, once the dispute is resolved.

Noques may change how often payouts run, or introduce automatic payouts, to meet payment regulations. You will be told before it happens.

As the seller

You are the supplier under the Consumer Protection Act. You must honour your customers’ rights under it and under the Electronic Communications and Transactions Act, including the 7-day cooling-off period for durable goods, the six-month warranty against defects, and liability for harm caused by unsafe goods. The refunds policy sets out how these work on Noques.

Your listings

• You may lawfully sell everything you list, and hold every licence or certificate it needs, such as a certificate of acceptability for food premises, a business licence for perishable food or a liquor licence.
• Descriptions, prices, photographs, ingredients and allergens are accurate and complete. For packaged food, they match the label.
• You own or are licensed to use every image and piece of text you upload. You allow Noques to display them on the marketplace and in material promoting it, for as long as you list with us.

Your details

Your business name, contact details and trading address are shown to customers, because they are buying from you. Keep them accurate.

Your customers’ information

You receive customers’ personal information only to fulfil their orders. You are responsible for it under POPIA once you have it. You may not use it for anything else, including your own marketing, without the customer’s consent.

Tax

You are responsible for your own income tax and, if you are registered, VAT on your sales. Noques gives you a record of your sales, commission and payouts.

You set your own prices. You are free to sell the same goods for less anywhere else, including your own shop or website. Noques will not ask you to match or beat the prices you charge elsewhere.

Once a customer has ordered through Noques, do not ask them to cancel and pay you another way. They lose the payment record and every protection attached to it. This does not stop you selling to anyone in person or elsewhere.

The charity rate applies once Noques has verified your non-profit registration. You must tell us if your registration or tax status changes.

A purchase is not a donation. Do not describe sales on Noques as tax-deductible or issue section 18A receipts for them. You may say that proceeds support your organisation.

You may close your vendor account at any time. Orders already paid must still be fulfilled or refunded.

Noques may remove a listing, or suspend or close your account, for a breach of this agreement or the selling guidelines, and will tell you why. Except where there is a risk to customers, fraud, or a legal requirement to act at once, Noques will give you notice and a chance to respond first.

You are responsible to Noques for loss it suffers because of goods you sold or a breach of this agreement by you, including a claim by a customer about your goods.

Noques’s liability to you is limited to the commission you paid in the three months before the claim arose. This limit does not apply to your wallet balance, which is always yours, or to loss caused by Noques’s gross negligence, fraud or wilful misconduct.

Raise a problem through the contact form first. If it is not resolved within 15 business days, either of us may refer it to mediation or to a court with jurisdiction; if you are a consumer under the Consumer Protection Act, the routes in section 14 of the terms of service are open to you too. South African law governs this agreement.