Terms & Conditions of Service

Introduction

Welcome to Doorade. These Terms and Conditions ("Terms") govern access to and use of the Doorade platform, products, and services, including multi-currency wallet services, supplier payment services, foreign exchange ("FX") conversion services, cross-border payment facilitation, transaction processing tools, digital financial infrastructure, and related advisory, informational, or support services (collectively, the "Services").

Doorade is a financial technology platform operating under Kayndrexsphere. Certain Services may be provided directly by Doorade or through partnerships with licensed financial institutions, payment service providers, correspondent banks, foreign exchange providers, or other regulated entities. Section 4 (Regulatory Status) below set out the precise legal relationships and the basis on which Services are provided.

By registering for an Account, accessing the Platform, or using any of the Services, you agree to be legally bound by these Terms, the Privacy Policy, the AML/KYC Policy, the Acceptable Use Policy, and any other policy referenced herein or made available to you on the Platform. If you do not agree to these Terms, you must immediately discontinue the use of the Services.

These Terms apply to all users of the Doorade platform, including individual traders, SMEs, mini-importers, large import/export businesses, freight forwarders, clearing agents, procurement agents, corporate entities, and other commercial users (each, a "Commercial User" — see Section 34).

1. Definitions

For the purposes of these Terms, the following definitions apply:

• "Account" a registered user account created on the Platform.
• "Applicable Laws" all applicable Nigerian laws, regulations, regulatory guidelines, sanctions requirements, and international compliance obligations relevant to the Services.
• "AML/CFT" Anti-Money Laundering and Counter-Financing of Terrorism obligations.
• "Business Day" any day on which banks are open for general business in Nigeria, excluding Saturdays, Sundays, and public holidays.
• "CBN" the Central Bank of Nigeria.
• "Commercial User" a User that accesses the Services for trade, business, or commercial purposes, as distinct from a retail consumer acting wholly outside of any trade or business (see Section 34).
• "FX" the exchange or conversion of one currency to another.
• "KYC" Know Your Customer verification procedures.
• "NDPA" the Nigeria Data Protection Act 2023.
• "NFIU" the Nigerian Financial Intelligence Unit.
• "Personal Data" has the meaning assigned to it under the NDPA.
• "Platform" the Doorade website, mobile applications, APIs, digital channels, WhatsApp support channels, and related infrastructure.
• "Sanctioned Person" any person, entity, jurisdiction, vessel, or organization subject to sanctions administered or enforced by Nigeria, the United Nations, the U.S. Office of Foreign Assets Control (OFAC), the UK Office of Financial Sanctions Implementation (OFSI), the European Union, or any other applicable authority.
• "Services" all products and services offered by Doorade, as described in Section 6.
• "Supplier Payment" any local or international payment processed by Doorade on behalf of a User to a supplier or beneficiary.
• "Transaction" any instruction, payment, transfer, FX conversion, wallet funding, or other financial operations initiated through the Platform.
• "User / you / your" any person or entity using the Platform.
• "Wallet" a digital multi-currency wallet maintained on behalf of a User, as described in Section 18.

2. Eligibility and Regulatory Compliance Warranties

2.1 Age Requirement

You must be at least 18 years old and legally capable of entering into binding contracts under Nigerian law.

2.2 Business Use

The Services are primarily intended for lawful commercial and business purposes. See Section 34 for how Doorade treats individual market traders within this framework.

2.3 Compliance Warranties

You represent and warrant on a continuing basis that:

• you are not a Sanctioned Person, and are not owned or controlled by a Sanctioned Person;
• you are not prohibited from using financial services under Applicable Laws;
• your use of the Services will not expose Doorade, Kayndrexsphere, or their licensed partners to sanctions, AML/CFT, export-control, or other regulatory risk.

2.4 Accurate Information

You agree to provide accurate, complete, and current information at all times and to notify Doorade promptly of any change.

2.5 Ongoing Screening

Doorade reserves the right to conduct ongoing KYC, AML, fraud, and sanctions screening throughout your use of the Services, including periodic re-verification under Section 3.4.

3. Account Registration, KYC, and Ongoing Due Diligence

3.1 Account Creation

You must create an Account to access the Services and agree to provide truthful, accurate, and complete information during registration and to maintain the accuracy of such information throughout the duration of your use of the Services.

3.2 Identity Verification and Documentation

In compliance with the Central Bank of Nigeria's (CBN) regulations and applicable Anti-Money Laundering (AML) and Counter-Financing of Terrorism (CFT) laws, Doorade is required to verify the identity of all users before activating full account access or processing Transactions. Depending on your risk profile and transaction activity, Doorade may require any of the following:

• Government-issued identification (National ID, International Passport, Voter's Card, or Driver's License)
• Bank Verification Number (BVN) or equivalent verification
• Business registration documents (CAC certificate, Memorandum and Articles of Association)
• Tax Identification Number (TIN)
• Proof of business or residential address
• Disclosure of ultimate beneficial owners (UBOs), authorized signatories, and control persons (see Section 11)
• Source of funds and source of wealth documentation
• Import/export documentation, including Form M, SONCAP certificates, shipping records, letters of credit, customs records, and supplier invoices
• Any additional documentation required under Applicable Laws

Doorade reserves the right to refuse registration or suspend access to any Account if KYC requirements are not satisfied or if the information provided appears to be false, misleading, or incomplete.

3.3 Enhanced Due Diligence

Doorade may apply enhanced due diligence to high-risk Transactions, politically exposed persons (PEPs), large-value Transactions, cross-border Transactions, or Transactions connected to jurisdictions deemed high-risk.

3.4 Ongoing Verification

You consent to periodic re-verification of your information and documentation. Failure to comply within the timeframe specified by Doorade may result in suspension or termination of the Services.

3.5 Account Security and Authorization

You are solely responsible for safeguarding your login credentials, devices, authentication codes, and API credentials. Electronic confirmations, one-time passwords (OTPs), digital clicks, API requests, and other electronic instructions issued from your Account constitute valid and binding authorization by you (see also Section 13).

4. Regulatory Status and Relationship with Licensed Partners

Doorade is a technology-enabled financial services platform. Doorade does not operate as a deposit-taking bank. Where the Services involve the custody of customer funds, foreign exchange conversion, or cross-border payment execution, those activities are carried out either:

• directly by Doorade under a license or registration category issued by the CBN; and/or
• through one or more licensed partner institutions (which may include licensed Payment Solutions Service Providers (PSSP), International Money Transfer Operators (IMTO), Microfinance Banks (MFBs), Mobile Money Operators (MMOs), or Deposit Money Banks) that hold the relevant authorization for the specific regulated activity performed.

Doorade will identify the specific license, registration, or partner institution applicable to each Service category, and in any product-specific disclosure shown to the User before that Service is activated.

5. No Banking Relationship

Use of the Services does not create a banking relationship, deposit-taking relationship, trust relationship, or custodial banking relationship between you and Doorade or Kayndrexsphere. Specifically:

• Doorade is not a bank, and Wallet balances are not bank deposits;
• Wallet balances are not insured by the Nigeria Deposit Insurance Corporation (NDIC) unless they are held through an insured institution and Doorade expressly states otherwise in writing;
• no interest is payable on Wallet balances unless expressly agreed in writing;
• references on the Platform to "saving" or "holding" funds in a Wallet describe a funds-storage and payments feature, not a bank account or investment product.

6. Services Offered

6.1 Multi-Currency Wallet

Doorade provides multi-currency Wallet functionality for supported currencies, which may include NGN, USD, CNY, EUR, GBP, AED, and TRY, subject to availability. Wallet balances may be safeguarded through segregated accounts maintained with licensed financial institutions, as further described in Section 18.

6.2 Supplier Payments

Doorade facilitates local and international payments to Users' suppliers. Doorade acts solely as a payment facilitator/intermediary and does not guarantee supplier performance, delivery of goods, commercial outcomes, or fulfilment of trade obligations between a User and its supplier. Doorade is not a party to, and accepts no responsibility for, the underlying commercial contract between a User and its supplier.

6.3 FX Conversion Services

FX conversions are subject to market availability, liquidity, regulatory approvals, sanctions clearance, and correspondent banking availability. Doorade does not guarantee the availability of any currency or exchange rate at any given time.

6.4 FX Insights and Planning Tools

Any forecasts, market commentary, analytics, or planning tools made available on the Platform are educational insights and non-advisory market information only. They are provided for general informational purposes and do not constitute financial, investment, legal, or tax advice, and must not be relied upon as a recommendation to enter into any particular Transaction at any particular time.

6.5 Enterprise Services

Enterprise Users may receive additional services, dedicated account management, or bulk payment processing, subject to the Enterprise Terms and any separately negotiated agreement.

6.6 WhatsApp and Other Digital Support Channels

Doorade offers customer support through WhatsApp and other digital channels, subject to the specific terms and risk disclosures in Section 15.

6.7 Third-Party Infrastructure

Doorade relies on third-party banks, payment processors, APIs, cloud providers, telecommunications providers, and compliance vendors to deliver the Services. Doorade is not liable for failures, delays, or losses caused by such third parties, except to the extent such liability cannot be excluded under Applicable Laws.

7. Fees, Charges, and Tax Responsibilities

7.1 Transaction Fees

Applicable fees will be disclosed to the User and incorporated into the total amount presented for confirmation before a Transaction is executed. By confirming a Transaction, the User agrees to the associated fees.

7.2 Exchange Rate Margins

FX rates applied to conversions may include a margin or spread, which forms part of Doorade's compensation and will be transparently reflected in the rate shown before confirmation.

7.3 Third-Party and Intermediary Charges

Users are responsible for any intermediary bank fees, correspondent bank fees, customs duties, import levies, and other charges imposed by third parties outside Doorade's control.

7.4 Fee Changes

Doorade may revise its fees from time to time, with at least 14 days' prior notice for material changes, communicated by email or in-app notification. Continued use of the Services after a fee change takes effect constitutes acceptance of the revised fees.

7.5 Refunds

Completed Transactions are generally non-refundable, except where required by Applicable Laws, where Doorade determines a refund is appropriate under Section 10, or as otherwise stated in these Terms.

7.6 Tax Disclaimer

Users are solely responsible for determining, declaring, and paying any taxes, customs duties, VAT, withholding tax, import levies, or other fiscal obligations arising from their Transactions or trade activities, in Nigeria or in any other relevant jurisdiction. Doorade does not provide tax advice and disclaims all responsibility for any User's tax position, filings, or obligations. Users should obtain independent tax advice where required.

8. Transactions: Instructions, Processing, and Limits

8.1 User Instructions

You are solely responsible for the accuracy of all Transaction instructions, including beneficiary name, account details, currency, and amount. Doorade is not liable for losses arising from inaccurate or incomplete instructions provided by you.

8.2 Irrevocability

A Transaction may become irreversible once processing has begun with a receiving bank or correspondent institution. Doorade will use reasonable efforts to assist with a recall request but cannot guarantee recovery of funds once transmitted to a third party.

8.3 Processing Times

Processing times shown on the Platform are estimates only. Doorade is not liable for delays arising from regulatory reviews, sanctions screening, banking restrictions, FX shortages, network failures, or other third-party actions.

8.4 Transaction Limits

Doorade may impose minimum and maximum Transaction limits based on regulatory requirements, your KYC tier, risk profile, and other factors, which will be displayed within the Platform and may be varied at Doorade's discretion.

8.5 Transaction Monitoring

Doorade may delay, reject, suspend, reverse, freeze, or report any Transaction where reasonably necessary for compliance, fraud prevention, risk management, or to meet a legal obligation, without liability to you for resulting loss.

9. Erroneous, Failed, Duplicate, and Reversed Transactions

Where Doorade reasonably believes a Transaction was unauthorized, fraudulent, duplicated, mistaken, unlawful, or otherwise erroneous, Doorade may:

• recover the relevant funds and reverse the associated ledger entries;
• debit your Wallet balance for any mistaken credit;
• place a hold on your Account pending investigation;
• pursue recovery through legal process where funds cannot be recovered by reversal.

You agree to cooperate fully and promptly with any request from Doorade for information or documentation needed to investigate or resolve an erroneous Transaction, including in cases of mistaken beneficiary details or partial/duplicate payment.

10. Compliance, AML/CFT, and Sanctions

10.1 Compliance with Applicable Laws

Doorade complies with CBN regulations, the Money Laundering (Prevention and Prohibition) Act 2022, the Terrorism (Prevention and Prohibition) Act, the NDPA, and other Applicable Laws.

10.2 Sanctions Compliance

Doorade conducts sanctions screening against lists maintained by the United Nations, OFAC, OFSI, the European Union, Nigeria, and other applicable authorities. You must not use the Services to transact with any Sanctioned Person, sanctioned jurisdiction, or in connection with dual-use goods, restricted military items, or embargoed industries.

10.3 User Warranties

You warrant that funds used on the Platform are derived from legitimate sources, that all Transactions are genuine commercial transactions for the import or export of legitimate goods or services, and that no Transaction involves prohibited goods, services, or counterparties.

10.4 Prohibited Trade Practices

You shall not engage in over-invoicing, under-invoicing, duplicate invoicing, round-tripping, sham imports or exports, false declarations, or fictitious supplier arrangements.

10.5 Reporting Obligations

Doorade may disclose information to the NFIU, regulators, law enforcement agencies, or other compliance authorities without prior notice to you, where required by Applicable Laws.

10.6 Record Retention

Doorade retains transaction and compliance records for the periods required under Applicable Laws and regulatory guidance.

10.7 Biometric and Identity Verification Consent

Where Doorade uses biometric or facial-matching technology, BVN validation, liveness checks, or other identity-verification methods as part of KYC, you separately consent to the collection and processing of that data for identity verification and compliance purposes, as further described in the Privacy Policy.

11. Beneficial Ownership and Source of Wealth

Where you register as a business entity, you must disclose all Ultimate Beneficial Owners (UBOs) holding, directly or indirectly, a significant interest or control as defined under the Money Laundering (Prevention and Prohibition) Act 2022 and the Companies and Allied Matters Act (CAMA) beneficial ownership requirements, together with the identity of authorized signatories and control persons.

You must promptly notify Doorade of any change in beneficial ownership or control. Doorade may request supporting documentation regarding source of wealth (as distinct from source of funds for a specific Transaction) for high-value Accounts or where risk indicators are present.

12. User Obligations, Prohibited Conduct, and Export Control

You shall not:

• use the Services for any unlawful purpose;
• circumvent compliance controls, KYC requirements, or Transaction limits;
• engage in money laundering, terrorism financing, bribery, corruption, sanctions evasion, or any other financial crime;
• provide false, misleading, or fraudulent information during registration;
• misrepresent trade documentation or the purpose of a Transaction;
• conduct transactions on behalf of undisclosed third parties without Doorade's prior written consent;
• reverse engineer, copy, or misappropriate any aspect of the Platform's technology or content;
• interfere with the security, integrity, or normal operation of the Platform;
• use bots, scrapers, or automated tools to access the Platform without Doorade's prior written authorization;
• use the Platform's outputs, content, or data to train any artificial intelligence or machine learning model without Doorade's prior written authorization;
• conduct Transactions involving prohibited jurisdictions, restricted goods, or dual-use/military items;
• use the Platform in any way that could damage Doorade's reputation or expose it to regulatory risk or liability.

12.1 Export Control Warranty

You represent and warrant that all goods, technology, or services connected to any Transaction are lawfully importable or exportable under Nigerian law and the law of any other relevant jurisdiction, and are not subject to any export control restriction, embargo, or licensing requirement that has not been satisfied.

Doorade reserves the right to suspend or terminate any Account involved in prohibited conduct and to report such conduct to the appropriate authorities (see Section 25, Right to Refuse Service).

13. Electronic Communications, E-Signatures, and Authorization

You agree that electronic confirmations, OTPs, in-app approvals, API requests, and electronic instructions issued from your Account or authenticated credentials constitute valid, binding authorization, with the same legal effect as a handwritten signature, to the fullest extent permitted under the Evidence Act and other Applicable Laws.

Doorade may rely on any instruction that appears, in good faith, to have been authorized by you, and is not obliged to investigate the authority of the person giving an instruction unless Doorade has actual notice of a problem.

14. WhatsApp and Digital Communication Channels

WhatsApp and similar messaging channels are provided as a convenience for customer support and general communication. They are not a substitute for, and should not be relied upon as, the sole authorization channel for Transactions unless expressly confirmed by Doorade through secondary verification.

Doorade will never ask for your full password or one-time passcode over WhatsApp. Any message purporting to request this is not from Doorade.

Doorade may require secondary verification (such as an in-app confirmation or callback) before acting on any payment instruction received via WhatsApp.

You are responsible for verifying that you are communicating with an official Doorade number or channel, as published on the Platform, and Doorade is not liable for losses arising from your reliance on an unverified or impersonating account.

Doorade is not liable for delays, miscommunication, or message loss caused by WhatsApp or any other third-party messaging service.

15. Cybersecurity and Fraud Allocation

You are responsible for securing the devices, networks, and credentials you use to access the Platform, including by:

• keeping your device's operating system and security software up to date;
• never sharing your password, OTP, or authentication code with any person, including anyone claiming to represent Doorade;
• promptly reporting any suspected phishing attempt, SIM-swap, malware infection, or account takeover to hello@doorade.com;
• using only the official Doorade app or website, as identified on the Platform.

Doorade is not liable for losses arising from phishing, SIM-swap fraud, OTP compromise, malware, social engineering, or account takeover caused by your failure to safeguard your credentials or devices, except to the extent such loss arises from Doorade's own negligence or failure to apply its stated security controls.

16. FX Risk Disclosure

Foreign exchange markets are volatile. Doorade does not guarantee any exchange rate, market liquidity, or uninterrupted currency availability. The rate applicable to a Transaction is fixed only once the Transaction is confirmed by you.

You bear all risk of exchange rate fluctuation between the time you begin entering a Transaction and the time it is confirmed and processed. Doorade may suspend or delay FX Transactions during periods of extreme volatility, regulatory restriction, liquidity shortage, banking disruption, or government action.

17. Wallets: Segregation, Interest, Dormancy, and Unclaimed Funds

17.1 Segregation of Funds

Wallet balances are safeguarded through accounts segregated from Doorade's own operating funds and maintained with licensed financial institution partners, in line with applicable safeguarding requirements.

17.2 No Interest

No interest accrues on Wallet balances unless expressly agreed with you in writing.

17.3 Dormant Accounts

An Account that has had no User-initiated activity for a defined period of inactivity will be classified as dormant. Doorade may apply additional verification requirements, restrict certain features, or apply a dormancy fee to a dormant Account, subject to prior notice to you where required by Applicable Laws.

18. Intellectual Property

All Platform content, trademarks, logos, software, designs, APIs, and underlying technology are the exclusive property of Doorade and/or Kayndrexsphere, or are used under license. No rights are granted to you except as expressly stated in these Terms.

API access, where made available, is licensed for your own integration use only and may not be sublicensed, resold, or used to build a competing service.

You may not copy, scrape, reverse-engineer, or extract data from the Platform other than through the interfaces, and APIs Doorade expressly makes available to you.

You may not use Platform content or data to train, fine-tune, or evaluate any artificial intelligence or machine learning model without Doorade's prior written consent.

The "Doorade" name, logo, and brand assets may not be used in any marketing, integration, or public communication without Doorade's prior written consent.

19. Data Privacy and Protection

Doorade processes Personal Data in accordance with the NDPA, and the Privacy Policy set out in full, which is incorporated by reference and forms part of your agreement with Doorade. The Privacy Policy covers, among other things, the lawful basis for processing, international data transfers, retention periods, and your rights as a data subject.

By using the Services, you consent to the collection, processing, verification, storage, cross-border transfer, and disclosure of your Personal Data as reasonably necessary to provide the Services, meet compliance obligations, prevent fraud, process Transactions, and satisfy regulatory reporting requirements.

20. Confidentiality

Each party agrees to keep confidential, and not disclose to any third party without the other's prior written consent, any non-public information disclosed in connection with the Services, including pricing, trade routes, supplier details, invoices, and business plans, except where disclosure is required by Applicable Laws, by a regulator, or by a court of competent jurisdiction, or is reasonably necessary to provide the Services (including to licensed partners, compliance vendors, and professional advisers under a duty of confidentiality).

This obligation survives termination of your Account for a period of three (3) years, except for trade secrets and Personal Data, which remain protected for as long as they retain their confidential or protected character.

21. Disclaimer of Warranties

The Services are provided on an "as available" and "as is" basis. To the fullest extent permitted by Applicable Laws, Doorade disclaims all warranties, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free service, or that the Services will meet any particular profitability, cost-saving, or exchange-rate outcome that you may expect or anticipate.

22. Limitation of Liability

To the fullest extent permitted by Applicable Laws, Doorade shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, business interruption, loss of data, market losses, or losses arising from supplier disputes, even where Doorade has been advised of the possibility of such losses.

Doorade's aggregate liability to you for any claim arising from or in connection with the Services shall not exceed the total fees paid by you to Doorade in the three (3) months immediately preceding the event giving rise to the claim. Nothing in this Section excludes or limits liability that cannot lawfully be excluded or limited under Applicable Laws, including liability for fraud or willful misconduct.

23. Indemnification

You agree to indemnify, defend, and hold harmless Doorade, Kayndrexsphere, and their respective affiliates, directors, employees, and partners from and against any claims, liabilities, damages, losses, and reasonable legal expenses arising out of or relating to:

• your breach of these Terms or any Applicable Law;
• any sanctions, AML/CFT, or data protection violation attributable to you;
• any unlawful or unauthorized Transaction initiated by you or using your credentials;
• any dispute between you and a third party, including a supplier, freight forwarder, or other business partner;
• any false, misleading, or inaccurate information you provide to Doorade.

24. Audit and Investigation Rights

Doorade may, at any time, request supporting documents or information from you to verify compliance with these Terms or Applicable Laws, audit your Transaction history, and suspend access to the Services pending the outcome of an investigation, without liability for any resulting loss or inconvenience, provided Doorade acts reasonably and in good faith.

25. Right to Refuse Service

Doorade may, in its reasonable discretion, decline to onboard a prospective User, decline to process a Transaction, or restrict access to the Services, including for reasons of risk appetite, compliance concern, operational capacity, or reputational risk, even where no specific breach of these Terms has occurred. Doorade will, where legally permitted, provide a general reason for such a decision on request.

26. Account Suspension and Termination

26.1 Termination by User

You may close your Account at any time by contacting hello@doorade.com, subject to completion of pending Transactions and withdrawal of remaining Wallet funds. Doorade may retain records as required by Applicable Laws.

26.2 Suspension or Termination by Doorade

Doorade may suspend, freeze, restrict, or terminate your Account where required by law, where fraud or sanctions concerns arise, where KYC requirements are unmet, where security risks exist, where a regulatory directive requires action, or where you breach these Terms.

26.3 Effect of Termination

On termination, your right to access the Services ceases immediately. Doorade will make reasonable efforts to return any remaining Wallet funds, subject to applicable legal holds and deduction of outstanding fees. The provisions identified in Section 28 (Survival) continue to apply.

27. Assignment

You may not assign, transfer, or otherwise dispose of your Account or any rights under these Terms without Doorade's prior written consent. Doorade may assign or transfer its rights and obligations under these Terms, in whole or in part, in connection with a restructuring, merger, acquisition, or sale of business, on notice to you.

28. Survival

The following provisions survive termination of your Account or these Terms: Section 5 (No Banking Relationship), Section 10 (Compliance, AML/CFT, and Sanctions), Section 18 (Intellectual Property), Section 20 (Confidentiality), Section 21 (Disclaimer of Warranties), Section 22 (Limitation of Liability), Section 23 (Indemnification), Section 30 (Dispute Resolution and Governing Law), Section 31 (Class Action Waiver), and any other provision which by its nature is intended to survive.

29. Amendments

Doorade may amend these Terms from time to time. Material changes will be communicated at least 14 days before they take effect, by email, website publication, or in-app notification. Continued use of the Services after the effective date of an amendment constitutes your acceptance of the revised Terms.

30. Dispute Resolution, Arbitration, and Governing Law

30.1 Internal Resolution

You should first raise any complaint or dispute with Doorade's support team using the process set out in the Complaint Handling Policy.

30.2 Mediation and Arbitration

If a dispute is not resolved through internal resolution within the timeframe set out in the Complaint Handling Policy, the parties agree to attempt to resolve the dispute through mediation, and failing settlement, through binding arbitration administered by the Lagos Court of Arbitration under the Arbitration and Mediation Act 2023. The seat of arbitration shall be Lagos, Nigeria, and proceedings shall be conducted in English.

30.3 Governing Law and Jurisdiction

These Terms are governed by the laws of the Federal Republic of Nigeria. Subject to Section 30.2, the courts of Lagos State, Nigeria shall have exclusive jurisdiction over any matter not referred to arbitration.

30.4 Regulatory Rights

Nothing in these Terms limits any mandatory right available to you under applicable consumer protection laws or regulatory frameworks, or your right to escalate a complaint to the CBN or another relevant regulator.

31. Class Action Waiver

To the extent permitted by Applicable Laws, you agree that any dispute will be resolved on an individual basis, and that you will not bring or participate in any class, collective, or representative action against Doorade or Kayndrexsphere.

32. Force Majeure

Doorade is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, civil unrest, cyberattacks, banking or correspondent bank failures, liquidity shortages, CBN or other regulatory restrictions, FX market suspension, SWIFT or other payment-network disruption, sanctions changes, telecommunications outages, or government action.

33. No Fiduciary Relationship

Nothing in these Terms creates any fiduciary, trustee, agency, partnership, advisory, or joint venture relationship between Doorade and any User. Doorade's role is limited to providing the Services described in these Terms.

34. Consumer Protection and Commercial User Status

The Platform is designed and offered for Commercial Users, including individual market traders who import goods for resale or business purposes. By registering, you confirm that you are using the Services for trade, business, or commercial purposes and not as a retail consumer acting wholly outside any trade, business, or profession.

Where applicable consumer protection law nonetheless applies to your use of the Services, nothing in these Terms excludes any right that cannot lawfully be excluded. Where Nigerian law permits the exclusion of consumer-banking-style protections for Commercial Users, Doorade relies on that exclusion to the fullest extent lawful, based on the Commercial User confirmation given above.

35. Notices

Any notice required under these Terms must be in writing and may be delivered by email, in-app notification, or post, to the contact details provided by the relevant party. Notices sent by email are deemed received on the next Business Day following transmission, unless the sender receives a delivery-failure notification.

36. Entire Agreement and Severability

These Terms, together with the Privacy Policy, AML/KYC Policy, Acceptable Use Policy, Complaint Handling Policy, FX Booking Terms, and (where applicable) Enterprise Terms set out in the Schedules below, constitute the entire agreement between you and Doorade and supersede all prior agreements and understandings on the subject matter.

If any provision of these Terms is held invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

37. Contact Information

For complaints, notices, or support:

Email: hello@doorade.com

Opening the Door to Global Trade.

AML/KYC Policy

This AML/KYC Policy sets out Doorade's approach to customer due diligence, in compliance with the Money Laundering (Prevention and Prohibition) Act 2022, CBN AML/CFT regulations, and related guidance.

1. Customer Due Diligence (CDD)

Doorade applies risk-based CDD to all Users at onboarding, including identity verification, screening against sanctions and PEP lists, and assessment of the nature of the User's expected business activity.

2. Tiered KYC

Doorade applies a tiered KYC framework consistent with CBN guidelines, under which the level of verification required, and the corresponding Transaction and balance limits, increase with the tier of documentation provided.

3. Enhanced Due Diligence (EDD)

EDD applies to higher-risk Users, including PEPs, Users connected to high-risk jurisdictions, and Users with large or unusual Transaction patterns. EDD may include source-of-wealth verification, senior management approval for onboarding, and more frequent monitoring.

4. Ongoing Monitoring

Doorade monitors Transactions on an ongoing basis for patterns consistent with money laundering, terrorist financing, or trade-based financial crime, including structuring, rapid movement of funds, and mismatches between declared business activity and Transaction behavior.

5. Suspicious Transaction Reporting

Where Doorade identifies a Transaction or pattern of activity it reasonably suspects to be linked to money laundering or terrorist financing, it will file a Suspicious Transaction Report (STR) with the NFIU, as required by law, without notice to the User.

6. Record-Keeping

Doorade retains CDD documentation and Transaction records for the minimum period required under the Money Laundering (Prevention and Prohibition) Act 2022 and CBN guidance following the end of the business relationship.

7. Training and Governance

Doorade maintains internal AML/CFT policies, designates a Chief Compliance Officer or equivalent function, and provides periodic AML/CFT training to relevant staff, consistent with CBN requirements.

Acceptable Use Policy

This Acceptable Use Policy applies to all use of the Platform and supplements the prohibited conduct provisions in Section 12 of the main Terms.

1. Permitted Use

You may use the Platform only for legitimate business and trade purposes consistent with these Terms, including initiating Transactions, managing your Wallet, and accessing support.

2. Prohibited Use

• Using the Platform to facilitate any illegal activity, including fraud, money laundering, or terrorist financing
• Attempting to gain unauthorized access to any Account other than your own, or to Doorade's systems
• Introducing viruses, malware, or other harmful code to the Platform
• Using automated means to access, scrape, or extract data from the Platform without authorization
• Impersonating any person or entity, or misrepresenting your affiliation with any person or entity
• Using the Platform to transact in connection with prohibited goods, sanctioned counterparties, or restricted jurisdictions
• Circumventing or attempting to circumvent any security, KYC, or compliance control

3. Consequences of Breach

A breach of this Policy may result in suspension or termination of your Account under Section 26 of the main Terms, reporting to relevant authorities, and, where applicable, legal action.

4. Reporting Misuse

If you become aware of any misuse of the Platform, please report it promptly to hello@doorade.com.

Complaint Handling Policy

1. How to Complain

Complaints may be submitted by email to hello@doorade.com, or through the in-app support channel. Please include your Account details, a description of the issue, and any relevant Transaction reference.

2. Acknowledgement

Doorade will acknowledge receipt of your complaint within two (2) Business Days.

3. Investigation and Resolution Timeline

Doorade will investigate and aim to resolve complaints within ten (10) Business Days of acknowledgement. Where a complaint is complex and requires more time, Doorade will inform you of the expected timeline and the reason for the delay.

4. Escalation

If you are not satisfied with the outcome of your complaint, you may request escalation to a senior member of Doorade's compliance team. If the matter remains unresolved, you may proceed under Section 30 (Dispute Resolution, Arbitration, and Governing Law) of the main Terms, or escalate to the Central Bank of Nigeria or another relevant regulator.

5. Record-Keeping

Doorade maintains a log of all complaints received, their resolution, and the time taken to resolve them, for regulatory reporting and continuous improvement purposes.

FX Booking Terms

These FX Booking Terms apply where Doorade offers a User the ability to lock in, pre-book, or schedule an exchange rate ahead of executing a Supplier Payment (an "FX Booking").

1. Nature of an FX Booking

An FX Booking allows you to fix an exchange rate for a specified amount and currency pair for a limited period, ahead of the underlying Supplier Payment being executed, subject to the conditions in these terms.

2. Validity Period

Each FX Booking is valid for the period stated to you at the time of booking. If the underlying Transaction is not executed within that period, the booking will lapse, and any subsequent Transaction will be executed at the prevailing rate at that time, unless re-booked.

3. Cancellation

You may cancel an FX Booking before the underlying Transaction is executed, subject to any cancellation fee disclosed to you at the time of booking, which reflects Doorade's cost of unwinding the corresponding market position.

4. No Guarantee Beyond the Booking Window

Doorade does not guarantee the availability of FX Booking for any particular currency pair, amount, or period, and may withdraw or modify the availability of this feature at its discretion, including during periods of extreme market volatility (see Section 16, FX Risk Disclosure, in the main Terms).

Enterprise Terms

These Enterprise Terms apply to Users onboarded under Doorade's Enterprise tier, in addition to (and, in the event of conflict, taking precedence over, solely as it relates to Enterprise features) the main Terms.

1. Eligibility for Enterprise Terms

Enterprise Terms apply where Doorade and a User have agreed in writing that the User will be onboarded as an Enterprise client, typically reflecting higher transaction volumes, bespoke pricing, or dedicated account management needs.

2. Dedicated Account Management

Enterprise Users may be assigned a dedicated relationship manager and a dedicated support channel, as agreed at onboarding.

3. Bespoke Pricing

Fees, FX margins, and transaction limits for Enterprise Users may be separately negotiated and will be confirmed in writing, superseding the standard fee schedule referenced in Section 7 of the main Terms for that User only.

4. Service Levels

Doorade will use reasonable commercial efforts to meet any service levels agreed with an Enterprise User in writing. Except as expressly agreed in a signed service-level agreement, Doorade does not guarantee specific platform uptime, response times, or processing speeds, and the disclaimers in Section 21 (Disclaimer of Warranties) and Section 22 (Limitation of Liability) of the main Terms apply in full.

5. Bulk and API Processing

Enterprise Users with API access remain subject to Section 18 (Intellectual Property) of the main Terms regarding permitted use of Doorade's API and technology.