Master Services Agreement

1. Definitions

2. The Doro Platform

2.1 What Doro provides

Doro is a software platform that orchestrates real estate transactions between verified UAE real estate businesses and their counterparties. Doro provides:

1. Tools for Agencies and Agents to create and manage transactions
2. Payment link generation for use with Buyers
3. Identity verification orchestration via licensed third parties
4. Document ingestion, classification, and verification
5. Transaction record-keeping and audit trail
6. Notification and communication infrastructure across web, email, and WhatsApp
7. A platform for orchestrating multi-party commission distribution among parties to a Transaction

2.2 What Doro does not do

Doro does not custody, hold, convert, or transmit funds at any stage. All movement of money in connection with a Transaction is performed by licensed PSPs operating under their own regulatory authorisations.

Doro does not make the regulated approval decision on whether a Transaction may proceed. Identity verification outcomes, sanctions screening decisions, wallet screening decisions, and settlement instructions are determined by licensed counterparties. Doro receives outcomes and acts on them.

Doro is registered in the DIFC as a software house. Doro is not a Dubai Financial Services Authority Authorised Firm and does not perform DFSA-regulated activities. Doro does not hold itself out as a payment provider, money services business, or virtual asset service provider.

2.3 The platform participation decision

Notwithstanding section 2.2, Doro reserves the right to decline to provide its Service to any party or in respect of any Transaction. A payment link created on the Doro Platform is not guaranteed to become live or active. If Doro's internal controls surface concerns about the originating Agency, the documentation, the Buyer profile, the transaction pattern, or any other factor, Doro will decline to issue or maintain the link, and the Transaction will not proceed through Doro.

A Buyer may pay through the Doro Platform only if (a) Doro is willing to provide its Service for the Transaction, and (b) the licensed PSP partner approves the regulated activity in accordance with their own controls. Either Doro or the PSP can decline; neither can compel the other to proceed.

3. Eligibility and account creation

3.1 Agency eligibility

An Agency is eligible to use the Doro Platform only if it:

1. Holds an active UAE trade licence (DED, free zone, or DIFC)
2. Is registered with the Dubai Land Department
3. Provides verified beneficial ownership information for all persons holding 25% or more of the Agency
4. Identifies authorised representatives with appropriate authority to bind the Agency
5. Provides a verified Agency bank account with holder name matching the trade licence
6. Operates exclusively in the UAE real estate market

Doro reserves the right to verify any of the above information against public registries and licensed third-party providers, and to decline or terminate access where verification cannot be completed satisfactorily.

3.2 Agent eligibility

An Agent is eligible to use the Doro Platform only if they:

1. Are 18 years of age or over
2. Hold a valid Emirates ID, verified through UAE PASS
3. Hold an active RERA broker registration where required for their activities
4. Are affiliated with an Agency that is itself eligible under section 3.1

Agents access the Platform under the umbrella of their Agency. The Agency is responsible for the conduct of its Agents on the Platform.

3.3 Buyer and Seller eligibility

A Buyer or Seller is eligible to engage with a Doro Transaction only if they:

1. Are 18 years of age or over
2. Are introduced to Doro through a verified Agency (Buyers and Sellers do not have direct access to the Platform outside of an active Transaction)
3. Successfully complete identity verification through the licensed PSP partner
4. Are not subject to sanctions or other restrictions identified through screening

3.4 No use by minors

The Doro Platform is not available to any individual under the age of 18. We verify the age of all Agents and Buyers as part of our verification processes. We do not knowingly permit minors to use the Platform.

3.5 Geographic scope

The Doro Platform is operated for properties located in the UAE. Transactions involving properties outside the UAE are not currently supported and may be declined.

4. The Service and how it is used

4.1 Use by Agencies

An Agency may use the Doro Platform to:

1. Create Transactions and generate payment links for Buyers
2. Manage Agent access, performance, and commission allocation
3. Receive notifications, audit reports, and financial summaries
4. Approve or decline transactions originated by its Agents
5. Configure Agency-specific compliance and approval rules

The Agency is responsible for the accuracy of all data it submits to the Platform, including transaction details, banking information, and commission allocations.

4.2 Use by Agents

An Agent may use the Doro Platform to:

1. Create Transactions on behalf of their Agency, subject to the Agency's configured approval workflow
2. Forward documents, communications, and other transaction context to Doro through the supported interfaces (web, WhatsApp, email)
3. Communicate with Buyers and Sellers through Doro-mediated channels
4. View transaction status and commission entitlements

The Agent is responsible for the accuracy of all data they submit, including transaction details and the identity and bank details of Sellers.

4.3 Use by Buyers

A Buyer engaging with a Doro payment link may use the Platform to:

1. Complete identity verification through the licensed PSP partner's verification provider
2. Submit source of funds documentation where required
3. Provide payment instructions in a supported currency or asset
4. Receive transaction status updates and final settlement confirmation
5. Communicate with Doro through the supported interfaces

The Buyer's use of the Platform is limited to the specific Transaction associated with the payment link they received.

4.4 Use by Sellers

A Seller in a Doro Transaction may use the Platform to:

1. Confirm receipt details (bank account, holder name)
2. Receive transaction status updates and settlement confirmation
3. Receive sale documentation and audit trail
4. Communicate with Doro through the supported interfaces

4.5 The WhatsApp interface

Doro provides a WhatsApp interface for communications, document forwarding, and conversational interactions with the Platform. Users of the WhatsApp interface acknowledge that:

1. Messages, voice notes, documents, and forwarded content are processed by Doro and form part of the audit trail
2. Voice notes may be transcribed for filing and verification
3. Forwarded documents are classified, extracted, and cross-referenced
4. WhatsApp itself processes the underlying communications as a platform; Meta's terms apply to that processing
5. The same functions are available through the web Platform for users who prefer not to use WhatsApp

Users of the WhatsApp interface are responsible for forwarding only content that relates to legitimate Doro transactions and for ensuring they have the right to share third-party content (for example, documents containing the personal data of a Buyer or Seller).

5. Fees and payment

5.1 Doro's platform fee

Doro charges a platform fee for use of the Service in connection with each completed Transaction. The platform fee is calculated as a percentage of the Transaction value or as otherwise specified at the time the Transaction is created.

The platform fee varies based on factors including the payment method used (cryptocurrency or fiat), the source and destination jurisdictions of funds, the settlement route, and the configuration agreed with the Agency. The specific fee applicable to a Transaction is disclosed before the Agency commits to the Transaction.

5.2 Allocation of the platform fee

Allocation of the Doro platform fee among the parties to a Transaction (Agency, Agent, Seller) is determined by the Agency that creates the payment link, in accordance with the Agency's commercial agreements with the Seller and its Agents. Doro's role is limited to processing the allocation as configured.

5.3 Collection

The Doro platform fee is collected by the licensed PSP partner at the time of settlement and remitted to Doro as a B2B payment for software services. Doro does not directly receive funds from Buyers or Sellers.

5.4 No fees in absence of completed Transaction

The platform fee is charged only on completed Transactions. No fee is charged for Transactions that do not complete (for example, where a payment link is created but the Buyer does not pay, or where the Transaction is declined by Doro or the PSP).

5.5 No setup or recurring fees

Doro does not currently charge setup fees, monthly minimums, or subscription fees. We may introduce such fees in the future, in which case the relevant Agency will be notified at least 30 days in advance and may terminate this Agreement before the new fees take effect.

5.6 No refunds

Doro does not custody or control funds. Refund decisions in respect of a Transaction are made by the licensed PSP partner that processed the payment, in accordance with that PSP's own terms. Doro will assist in coordinating refund requests but does not guarantee refund outcomes and does not refund the Doro platform fee on completed Transactions.

6. Service availability and performance

6.1 Target availability

Doro targets 99% uptime of the Platform on a monthly basis, measured across the core Service functions (account access, Transaction creation, payment link issuance, status updates).

6.2 Excluded events

Target availability does not apply to:

1. Planned maintenance for which we have provided reasonable advance notice
2. Outages of third-party services on which the Platform depends, including PSPs, identity verification providers, cloud infrastructure, WhatsApp, and email infrastructure
3. Force majeure events, including natural disasters, war, civil disturbance, government action, or internet infrastructure failure
4. User error or misuse of the Service
5. Issues caused by user-side software, hardware, or network configuration

6.3 No service credits or financial remedies

Where Doro fails to meet target availability, no service credits, refunds, or other financial remedies are payable. Persistent or material availability failures may give the Agency the right to terminate this Agreement under section 11.

6.4 Settlement timing

Doro does not guarantee a specific settlement timeline. Actual settlement of a Transaction depends on the Buyer's payment method, the licensed PSP partner's processing time, banking cut-off times, and other factors outside Doro's control.

7. Compliance obligations of the Agency

The Agency commits, for itself and on behalf of its Agents, to:

1. Maintain its UAE trade licence, DLD registration, and (where applicable) RERA registration in good standing
2. Notify Doro promptly of any material change in its corporate structure, regulated status, or beneficial ownership
3. Comply with all applicable UAE law, including UAE Federal Decree-Law No. 20 of 2018 on AML and any applicable RERA, DLD, and DFSA regulations
4. Provide accurate and complete information about itself, its Agents, and each Transaction
5. Verify the identity of Sellers and the validity of Sellers' bank account details
6. Ensure that Agents using the Platform are 18 or over, hold valid Emirates IDs, and (where required) hold active RERA registrations
7. Forward documents and communications to Doro only where the Agency has the right to do so
8. Cooperate with Doro on any compliance investigation, audit, or inquiry from a regulator or counterparty
9. Promptly escalate to Doro any suspicion of money laundering, terrorist financing, sanctions evasion, fraud, or other unlawful activity
10. Not disclose to a Buyer, Seller, or other third party that a Transaction has been escalated for review or that a suspicious activity report has been or may be filed (the no tipping off rule under UAE AML law)
11. Maintain confidentiality of all Doro materials and platform access credentials

For an overview of how these obligations sit alongside Doro's own controls, see our compliance overview.

8. Acceptable use

The Agency, its Agents, and any Buyer or Seller using the Platform must not:

1. Use the Platform for any illegal purpose
2. Use the Platform to facilitate money laundering, terrorist financing, sanctions evasion, fraud, or any other unlawful activity
3. Submit false, misleading, or fraudulent information
4. Attempt to bypass Doro's controls, access controls, or compliance checks
5. Reverse engineer, decompile, or disassemble the Platform, except to the extent permitted by applicable law
6. Resell, sublicense, or otherwise transfer access to the Platform to a third party
7. Use the Platform for transactions other than UAE real estate transactions, except where Doro has expressly agreed in writing
8. Use the Platform to facilitate transactions involving sanctioned persons or jurisdictions
9. Interfere with the operation of the Platform or attempt to gain unauthorised access
10. Use the Platform to harass, threaten, or harm any other party
11. Forward or upload content for which the user does not have the legal right to share
12. Misrepresent themselves to Doro or to any other party in connection with a Transaction

Breach of any of the above is a material breach of this Agreement and grounds for immediate termination by Doro.

9. Intellectual property

9.1 Doro's intellectual property

Doro owns and retains all intellectual property rights in the Platform, the Service, the brand, the documentation, and any improvements, modifications, or derivative works. Use of the Service does not transfer any intellectual property rights to the Agency or any other user.

Doro grants the Agency a limited, non-exclusive, non-transferable, revocable licence to use the Platform in accordance with this Agreement during the term of the Agreement.

9.2 Agency's data

The Agency retains ownership of the Transaction data it submits to the Platform. The Agency grants Doro a licence to use that data for the purpose of operating the Service, complying with Doro's legal obligations, and improving the Platform.

9.3 Aggregated and anonymised data

Doro may use aggregated and anonymised data derived from Platform activity (including Transaction patterns, fraud signals, and operational metrics) for the purpose of improving the Platform, training models that support Doro's controls, conducting analytics, and developing new features. Such data does not identify any specific Agency, Agent, Buyer, Seller, or Transaction. Doro does not sell or license such data to third parties for marketing or commercial exploitation.

9.4 Feedback

If the Agency or any user provides Doro with feedback, suggestions, or ideas regarding the Platform, the Agency assigns to Doro all rights in such feedback and grants Doro the right to use it without restriction.

10. Confidentiality

10.1 Confidential information

Each party may receive confidential information from the other in connection with this Agreement, including (in Doro's case) information about the Platform, controls, partner stack, and pricing, and (in the Agency's case) information about the Agency's operations, Transactions, and counterparties.

10.2 Obligations

Each party will:

1. Use the other party's confidential information only for the purpose of this Agreement
2. Protect it with at least the same standard of care it uses for its own confidential information, and in no event less than reasonable care
3. Not disclose it to third parties except to employees, advisors, and contractors who have a need to know and are bound by confidentiality obligations at least as strict as those in this Agreement
4. Return or destroy the other party's confidential information on termination of this Agreement, except where retention is required by law

10.3 Exclusions

The obligations above do not apply to information that is:

1. Already in the receiving party's possession without an obligation of confidentiality
2. Independently developed by the receiving party without use of the disclosing party's confidential information
3. Publicly available through no breach by the receiving party
4. Required to be disclosed by law, regulation, or court order (in which case the receiving party will give the disclosing party reasonable advance notice where lawful)

11. Term and termination

11.1 Term

This Agreement begins when the Agency creates an account on the Doro Platform and continues until terminated in accordance with this section.

11.2 Termination by the Agency

The Agency may terminate this Agreement at any time, for any reason, by providing 30 days' prior written notice to Doro at compliance@paywithdoro.com. The Agreement remains in effect during the notice period.

11.3 Termination by Doro

Doro may terminate this Agreement:

1. At any time, for any reason, by providing 30 days' prior written notice to the Agency
2. Immediately, on written notice, where the Agency has materially breached this Agreement, including breaches of section 7 (Compliance obligations), section 8 (Acceptable use), or section 10 (Confidentiality)
3. Immediately, on written notice, where the Agency or any beneficial owner is subject to sanctions, regulatory enforcement, or insolvency
4. Immediately, on written notice, where Doro reasonably determines that continued provision of the Service would expose Doro, its partners, or its users to material legal, regulatory, or reputational risk

11.4 In-flight Transactions

On termination of this Agreement:

1. Doro will complete the processing of any Transactions where a payment link has been issued to a Buyer at the time of termination, subject to the PSP's regulated decisioning
2. The Agency may not create new Transactions after termination takes effect
3. Doro retains the right to decline to complete an in-flight Transaction where Doro reasonably determines that completion would breach applicable law or expose any party to material risk

11.5 Effect of termination

On termination:

1. The Agency's access to the Platform ends
2. The Agency has 30 days to export its Transaction data through Doro's data export tools
3. After 30 days, Doro will retain Agency data only as required by Doro's retention policy (described in our Privacy Policy) and will delete data not subject to retention obligations
4. Each party returns or destroys the other's confidential information, subject to retention obligations
5. Sections 8 (Acceptable use), 9 (Intellectual property), 10 (Confidentiality), 12 (Liability), 13 (Indemnity), 15 (Governing law), and any other section that by its nature should survive will survive termination

12. Liability

12.1 Cap on liability

To the maximum extent permitted by law, the aggregate liability of each party to the other under or in connection with this Agreement is capped at the total amount of fees paid by the Agency to Doro in the 12 months preceding the event giving rise to the claim, or USD 50,000, whichever is greater.

12.2 Excluded damages

Neither party is liable to the other for any indirect, consequential, special, incidental, or punitive damages, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, or loss of data, even if the party has been advised of the possibility of such damages.

12.3 Carve-outs

The cap in section 12.1 and the exclusions in section 12.2 do not apply to liability arising from:

1. Gross negligence or willful misconduct
2. Breach of confidentiality (section 10)
3. Indemnity obligations (section 13)
4. Fraud
5. Liability that cannot be limited or excluded under applicable law

12.4 Doro's specific exclusions

Without limiting the generality of section 12.2, Doro is not liable for:

1. Decisions made by licensed PSP partners, including KYC outcomes, sanctions decisions, wallet screening, and settlement decisions
2. Failures of third-party services on which the Platform depends
3. Any loss arising from the Agency's, an Agent's, a Buyer's, or a Seller's misuse of the Platform or breach of this Agreement
4. Any loss arising from inaccurate or incomplete information provided by the Agency or its Agents
5. Outcomes of Transactions, including the failure of a Transaction to complete or the failure of any party to perform their obligations
6. Loss arising from market movements, currency conversion rates, or fees charged by third parties
7. Tax consequences of any Transaction for any party

13. Indemnity

13.1 Agency indemnity

The Agency will indemnify and hold Doro harmless from any third-party claim, loss, damage, or expense (including reasonable legal fees) arising from:

1. The Agency's or any Agent's breach of this Agreement
2. The Agency's or any Agent's breach of applicable law
3. The Agency's or any Agent's misrepresentation, fraud, or other misconduct
4. Any claim by a Buyer, Seller, or counterparty against Doro arising from acts or omissions of the Agency or any Agent
5. Any claim by a regulator arising from the Agency's failure to maintain its required licences or comply with regulatory obligations

13.2 Doro indemnity

Doro will indemnify and hold the Agency harmless from any third-party claim, loss, damage, or expense (including reasonable legal fees) arising from:

1. Doro's breach of this Agreement
2. A claim that the Platform infringes a third party's intellectual property rights, except where the claim arises from the Agency's misuse of the Platform

13.3 Indemnity procedure

The party seeking indemnity must:

1. Notify the indemnifying party promptly in writing of the claim
2. Allow the indemnifying party to control the defence and settlement of the claim
3. Cooperate reasonably in the defence

The indemnifying party may not settle a claim in a way that imposes any obligation on the indemnified party without the indemnified party's consent.

13.4 Cap on indemnity

The cap on liability in section 12.1 applies to indemnity obligations under this section, except where the underlying claim falls within a carve-out in section 12.3.

14. Data protection

The processing of Personal Data in connection with this Agreement is governed by Doro's Privacy Policy, available at paywithdoro.com/legal/privacy. The Privacy Policy forms part of this Agreement and is binding on the parties.

The Agency acknowledges that:

1. Doro acts as data controller for Personal Data processed in connection with the Platform
2. Doro engages sub-processors as set out in the Privacy Policy and at paywithdoro.com/legal/subprocessors
3. The Agency is independently responsible for its own data protection obligations to its Agents and counterparties
4. Where the Agency provides Doro with Personal Data of third parties, the Agency warrants that it has the right to do so and has provided any required notices to those third parties

15. Governing law and dispute resolution

This Agreement is governed by the laws of the DIFC. Any dispute arising from or in connection with this Agreement is subject to the exclusive jurisdiction of the DIFC Courts.

The parties will attempt in good faith to resolve any dispute through direct discussion between authorised representatives before commencing formal proceedings.

16. General

16.1 Entire agreement

This Agreement, together with the Privacy Policy and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes any prior agreements or understandings.

16.2 Variation

Doro may vary this Agreement from time to time. Material changes will be notified to the Agency at least 30 days before they take effect. The Agency's continued use of the Platform after the effective date of a change constitutes acceptance of the change. If the Agency does not accept a material change, the Agency may terminate this Agreement under section 11.2.

16.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force and effect.

16.4 No waiver

A failure or delay by either party to enforce any provision of this Agreement does not constitute a waiver of that provision or of any other provision.

16.5 Assignment

The Agency may not assign or transfer this Agreement, in whole or in part, without Doro's prior written consent. Doro may assign this Agreement, in whole or in part, to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

16.6 Notices

Notices to Doro under this Agreement should be sent to compliance@paywithdoro.com and to Doro Technologies Ltd, Innovation One, Level 1, Zaa'beel Second, DIFC, Dubai, UAE. Notices to the Agency will be sent to the email and postal address provided by the Agency at registration or as updated through the Platform.

16.7 Force majeure

Neither party is liable for any failure or delay in performing its obligations under this Agreement to the extent the failure or delay is caused by a force majeure event, including natural disasters, war, terrorism, civil disturbance, government action, pandemic, internet infrastructure failure, or other event outside the affected party's reasonable control.

16.8 Independent contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

16.9 Third-party rights

Except as expressly provided in this Agreement, no third party has any rights under this Agreement.

16.10 Counterparts and electronic acceptance

The Agency's acceptance of this Agreement through the account creation flow on the Platform constitutes a binding electronic agreement enforceable under DIFC law.