Terms of Service
Last Updated & Effective Date: September 23, 2026 | Version 2.4
1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and noda delivery ("noda", "we", "us", or "our"). These Terms govern your access to and use of noda’s software protocol, WhatsApp ordering services, vendor terminals, and crowdsourcing interfaces.
By sending a message to our WhatsApp bot, placing an order, registering as a merchant, operating as a courier, or acting as an onboarding Hunter, you explicitly accept and agree to be bound by these Terms. If you do not agree, you must immediately cease all access and interaction with the platform.
2. Platform Nature: Intermediary Protocol Status
noda IS AN INTERMEDIARY TECHNOLOGY PROTOCOL: noda provides decentralized software infrastructure enabling communication, ordering, and dispatch routing between independent buyers, independent merchants, and independent couriers. noda is not a restaurant, kitchen, food preparation business, grocery store, pharmacy, retailer, logistics provider, transportation carrier, or common courier. noda does not sell, prepare, package, inspect, or deliver goods.
3. Customer Orders & Delivery Rules
3.1 Order Placement & Pricing
All orders placed via our WhatsApp interface or web catalog are offers to purchase products from independent third-party merchants. Prices, descriptions, and item availability are set directly by the merchant. While noda facilitates real-time stock sync, merchants remain solely responsible for catalog accuracy.
3.2 Delivery Estimates Are Not Guarantees
Preparation times, transit times, and delivery windows communicated through WhatsApp or web alerts are good-faith estimates only. Actual delivery times may vary due to kitchen volume, local traffic conditions, inclement weather, checkpoints, or mechanical difficulties. noda makes no warranties or guarantees regarding delivery timing and shall not be liable for delivery delays.
3.3 Double-Blind OTP Cryptographic Handshake
To eliminate doorstep fraud, the protocol enforces a dual-pin handshake:
- Pickup PIN: Generated upon payment and presented by the courier to the merchant kitchen before packages are released.
- Delivery OTP: A distinct 4-digit code sent directly to the customer. When the courier arrives, the customer provides this OTP. Entering the valid Delivery OTP into the courier interface constitutes conclusive legal confirmation that the order has been delivered and accepted in good order. Custody transfers permanently upon OTP verification.
4. Merchant Terms & Product Liability
4.1 Merchant of Record
Each merchant is the independent seller and "Merchant of Record" for all items purchased from its store. The merchant is solely and exclusively responsible for:
- Food safety, hygiene, proper refrigeration, cooking temperatures, packaging, and compliance with all health regulations.
- Accurate allergen disclosures, expiration dates, and pharmaceutical prescription validation where applicable.
- Holding all necessary municipal licenses, operating permits, and sales tax registrations.
noda expressly disclaims all liability for foodborne illnesses, allergic reactions, spoiled merchandise, defective items, or personal injury arising from merchant goods.
4.2 Store Fulfillment Modes
Merchants may configure their fulfillment mode as either (a) 3PL On-Demand Courier (automated API dispatch to certified logistics partners like Kwik), or (b) Own Courier Fleet (merchant's dedicated in-house messengers). Where a merchant fulfills using its own couriers, the merchant assumes 100% legal responsibility for the acts, omissions, and transit conduct of its delivery personnel.
5. Courier Disclaimers & Independent Contractor Status
Couriers operating on the noda protocol are independent contractors and not employees, agents, or joint venturers of noda. Couriers are solely responsible for:
- Maintaining valid driver's licenses, motorcycle permits, vehicle registrations, and roadworthy vehicles.
- Holding commercial vehicle insurance and third-party liability coverage as required by local law.
- Complying with all traffic, transit, and vehicular safety regulations.
noda disclaims all liability for road accidents, vehicular collisions, traffic infractions, property damage, personal injury, theft, or misconduct caused by or involving couriers during transit.
6. Crowdsourcing Hunter Network Terms
6.1 Eligibility & Verification
Hunters must be at least 18 years of age, possess a valid physical mobile SIM card (verified via Twilio Lookup; virtual VoIP lines are strictly prohibited), and complete biometric KYC via Smile ID (Document Verification + SmartSelfie™ 3D liveness).
6.2 Portfolio Cap & Self-Regulation
- 30-Partner Cap: Each Hunter is strictly capped at maintaining a maximum of 30 active partner stores at any time. Reaching this capacity prevents additional onboardings until capacity reopens.
- 7-Day Inactivity Forfeiture: If an onboarded store records 0 completed orders for 7 consecutive days, the store's exclusive attribution to the Hunter is automatically forfeited. The store becomes hidden from general discovery, opens 1 slot in the Hunter's 30-partner quota, and may be snapped up by any rival Hunter.
- Guillotine Probation: Stores onboarded under probation must maintain an average customer rating of at least 3.0 stars (≥ 3.0) and avoid 3 consecutive prep timeouts, failing which the store is automatically suspended.
6.3 Protocol Royalties
Active Hunters earn a protocol royalty of 1% of Gross Merchandise Value (GMV) on completed, settled orders generated by their claimed active stores. Royalties are credited to the Hunter's protocol balance and may be withdrawn subject to identity verification and compliance rules.
7. Payments, Settlement & Protocol Micro-Tolls
- Local Currency Collections: Customers pay in designated local legal tender (NGN, KES, ZAR, BRL, AED, GBP) through licensed payment partners.
- Protocol Micro-Toll: A protocol fee of 2% of GMV is allocated to the Super Admin protocol treasury and converted to native stablecoin (USDC/USDT on Polygon or Base).
- Payment Gateway Fees: Transaction processing and gateway interchange fees are absorbed directly by the merchant.
- T+1 Payouts: Net merchant and courier balances are queued for automated midnight T+1 local bank transfer or mobile money offramp.
- Non-Securities Disclaimer: Protocol settlement rails and stablecoin transfers are software mechanisms used strictly for payment clearing. They do not constitute investment products, securities, or banking deposits.
8. Disclaimer of Warranties
THE noda PROTOCOL, PLATFORM, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. noda SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. noda DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, BUG-FREE, OR VIRUS-FREE, NOR DOES noda WARRANT THE QUALITY, SAFETY, OR LEGALITY OF ANY GOODS SOLD BY MERCHANTS.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL noda, ITS DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, OR PROTOCOL OPERATORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, BUSINESS INTERRUPTION, PERSONAL INJURY, FOOD POISONING, TRAFFIC ACCIDENTS, OR PROPERTY DAMAGE) ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE PROTOCOL.
IN NO EVENT SHALL noda’S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATING TO THESE TERMS EXCEED THE GREATER OF: (A) THE TOTAL PROTOCOL FEES ACTUALLY RETAINED BY noda ON THE SPECIFIC ORDER GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).
10. Indemnification
You agree to defend, indemnify, and hold harmless noda delivery, its officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, and expenses (including reasonable legal and accounting fees) arising out of or in any way connected with: (a) your access to or use of the protocol; (b) your violation of these Terms; (c) any goods prepared, sold, or packaged by you (if a merchant); (d) any vehicular operation or delivery conduct (if a courier); or (e) any merchant onboarding misrepresentation (if a Hunter).
11. Dispute Resolution & Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to these Terms or the breach thereof shall be resolved through binding individual arbitration administered in accordance with standard commercial arbitration rules, rather than in court. YOU AND noda AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
12. Governing Law & Jurisdiction
These Terms shall be governed by and construed in accordance with the substantive laws of the operating jurisdiction (for Nigerian operations, the laws of the Federal Republic of Nigeria; for international operations, standard English commercial law), without regard to conflict of law principles.
13. Severability & Entire Agreement
If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. These Terms constitute the entire agreement between you and noda regarding the subject matter herein.
14. Hunter Network & Commercial Affiliate Agreement
14.1 Independent Contractor & Commercial Introducer Status
As a Noda Hunter, you act solely as an independent commercial affiliate and business introducer. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship with noda technologies ltd. You set your own schedule, maintain complete autonomy over where and when you operate, and are responsible for reporting and paying all applicable local taxes and national insurance.
14.2 Micro-Royalty Structure (1% of GMV)
For each qualifying partner merchant onboarded through your verified attribution link, you earn a 1.00% gross merchandise value (GMV) royalty on all completed orders generated by that store. Royalties accumulate in real-time in your Hunter Wallet and can be withdrawn weekly.
14.3 30-Partner Portfolio Cap
To ensure active community support and prevent store hoarding, each Hunter is capped at managing a maximum of 30 active partner stores at any one time.
14.4 7-Day Inactivity Forfeiture Governance
If an onboarded partner store records zero (0) completed orders for a continuous period of seven (7) days, the store exclusivity status is automatically marked as FORFEITED. This frees up one slot in your 30-partner quota and allows other community Hunters to assist the merchant in re-engaging customers.
15. Partner Merchant Terms & Fulfillment Agreement
15.1 Merchant of Record & Product Responsibility
By registering as a Partner Merchant on Noda, you confirm that you are the Merchant of Record for all food, grocery, beverage, and retail items listed on your catalog. You are solely responsible for compliance with local food hygiene laws, allergens labeling, product safety standards, and local sales taxes/VAT.
15.2 Economic Model & Fee Deductions
Noda operates on a transparent financial split: You retain 100% of your listed product prices, minus deductions. A 1.00% gross merchandise value fee is credited to the certified Hunter who onboarded and supports your store (classified as a tax-deductible commercial referral expense). Nominal transaction processing fees charged by regulated payment partners are absorbed by the merchant.
15.3 Fulfillment Mode Selection
Through your Merchant Terminal settings, you maintain complete autonomy over fulfillment: (a) Own Courier Fleet: You dispatch your in-house drivers and retain 100% of the delivery fee paid by the customer; or (b) On-Demand 3PL Logistics: Noda automatically dispatches local third-party couriers at cost, passed through directly to the logistics partner.
15.4 Payouts & Automated Settlement
Net earnings are automatically calculated and disbursed to your registered local bank account or mobile money wallet via regulated payment rails. Settlement occurs automatically following customer Delivery OTP confirmation.
16. Contact Information & Legal Inquiries
For questions, formal notices, or inquiries regarding these Terms, the Hunter Network Agreement, or Partner Merchant Terms, contact:
noda technologies ltd — Legal & Compliance Department
Email: [email protected]
Website: https://noda.delivery