Terms and Conditions

1. Introduction

These Terms and Conditions govern your use of our products and services, including digital banking tools and card issuance powered through our regulated partner, PayrNet Limited.

By accessing or using our services via the Odola app, you agree to be bound by the terms set forth below, including PayrNet Limited Terms and Conditions. Parties to the agreement are:

• You, the account holder.

• Odola Ltd (Company No. 16180580), acting as a Distributor of PayrNet Limited.

• PayrNet Limited (company number 09883437), authorised by the Financial Conduct Authority as an Electronic Money Institution (firm reference 900594), trades under the brand name 'Railsr' for certain services. In these Terms, we refer to PayrNet Limited as 'Railsr'.

Odola Ltd. offers a range of services, enabling users to:

• View past transaction conducted on Odola

• Make and receive payments within the UK utilizing the Faster Payment System

• Hold a balance and keep funds safely stored as electronic money (not a bank deposit).

• Check your account balance within the Odola app

• Receive and use a debit card

• In-app statements

Our Privacy Policy forms part of these Terms and explains how we collect, use and share your personal data

2. Odola Services and Legal Structure

Odola Ltd acts as a distributor of Railsr. Your account is issued and operated by Railsr, who is responsible for safeguarding your funds and providing payment services under the applicable regulatory framework. These services are accessed via the Odola app.

3. Fees, Support and Dispute Resolution

You may be subject to service fees in accordance with your agreement with Odola or any third-party arrangements disclosed within the platform. Payment terms and dispute timelines are governed by your specific onboarding documentation and our standard payment policies.

Support requests, service cancellation, transaction disputes, and fraud reports should be directed through the Odola platform's support channels. For escalations related to your account with Railsr, we will assist you in contacting them as appropriate.

4. PayrNet Terms and Conditions for Electronic Money and Card Services

4.1 Your agreement with us

4.1.1 What this agreement covers. These are the terms and conditions for your account with us (the "Account"), the use of any card connected with the Account (the "Card") (if this is available to you) and any other services we provide as part of our services ("Services"). They form a binding legal agreement between you, as the account holder, and us. You indicate your acceptance of these terms by the use of our Services.

4.2 Information about us

4.2.1 Who we are and how we are regulated. We are Railsr, a company registered in England and Wales with company number is 09883437, with its registered office at 3rd Floor, Vintners' Place, 68 Upper Thames Street, London EC4V 3BJ. We are authorised by the Financial Conduct Authority in relation to the issuing of electronic money and the provision of payment services (firm reference number 900594) and can be contacted at our registered address.

4.2.2 Who we work with when providing you with the Services. We work with your service provider (the "Distributor") who we have appointed as an agent or distributor of our services. This means they are authorised to distribute or redeem electronic money on our behalf. However, any payment service related to redemption of electronic money from your Account will be provided by us, and not by the Distributor.

4.2.3 Means of accessing the Services. The Distributor is responsible for the interface, being their mobile app or website, which you use to access our Services (the "Distributor Interface").

4.2.4 Point of Contact. The Distributor will be your first point of contact in relation to these terms. Please contact the Distributor via the support channels available on their Distributor Interface if you:

4.2.4.1 wish to close your Account, cancel a Card or complain about the Services;

4.2.4.2 need to let us know that the Card has been lost, stolen or misappropriated;

4.2.4.3 report unauthorised transactions relating to your Account or Card.

4.2.5 How we may contact you. If we have to contact, you we will do so by e-mail or by post to the personal details you provided to us or the Distributor. Please make sure to keep your details up to date via the Distributor's support channels.

4.2.6 Other services. Not all the services which may be made available to you in connection with the Account are provided by us. We or your Distributor may partner with third parties to provide you access to other financial services and notify you as such at the time. You may have to agree to the terms and conditions of these third parties before you can use them.

We also use third-party technology, analytics and marketing-measurement providers to operate, secure and improve the app, and to understand how customers use and discover Odola. These third parties do not provide you with financial products in their own right. How we share data with such providers is described in our Privacy Policy.

4.2.7 We do not offer advice on any matter including (without limit) the merits or otherwise of any foreign currency transactions, on taxation, or markets.

4.3 Establishing your identity

4.3.1 You may only use our Services if:

4.3.1.1 you are over the age of 18 and have legal capacity to comply with your obligations under these terms, and

4.3.1.2 you use our Services only for yourself and not on behalf of any other person

4.3.2 Before you can use our Services, and from time to time, you will need to provide information and documentation we or the Distributor requests to verify your identity and run due diligence checks which we deem appropriate to ensure we comply with our legal and regulatory obligations.

4.3.3 If satisfactory evidence is not promptly provided, we cannot accept your instructions, will not be able to process transactions for you, and may suspend or terminate your use of the Services.

4.3.4 The personal information we have collected from you may be shared with third parties who will use it to prevent fraud and money-laundering or to verify your identity. When you apply for an Account, we check your record with fraud prevention agencies such as CIFAS and we may share information about you with them. If fraud is detected, you could be refused certain services, finance, or employment.

4.3.5 We will treat all information provided in accordance with our data protection obligations. Further details of how your information will be used by us, and any third parties who we use for fraud prevention, can be found in our privacy policy at https://www.railsr.com/privacy-policy. For more information about how CIFAS use your data, see CIFAS fair processing notice (https://www.cifas.org.uk/fpn).

4.1 Your Account with us

4.4.1 Access to Account. You can manage and access details of your Account (and any associated Services) via the Distributor's Interface.

4.4.2 Issue of e-money. When we receive a payment for your Account, or you add money to it, we will issue you the equivalent value of electronic money ("e-money") in your Account. As the account holder, you will be the only person with legal rights to redemption of the balance of your Account.

4.4.3 Adding funds. You may add money to your Account by the methods made available to you by the Distributor's Interface. We do not accept cash or cheques.

4.4.4 Your Account will not be credited if:

4.4.4.1 any limit applied to the Account has been reached;

4.4.4.2 the Account has been suspended or closed;

4.4.4.3 we have received incorrect details for your Account from the sender of the money; or

4.4.4.4 we reasonably suspect the transfer of money is prohibited under these terms.

4.4.5 If an unauthorised or incorrect transfer is paid into your Account and the payer or the payer's bank requests a reversal of funds, the crediting of funds to your Account may be reversed. If this occurs, we may promptly return the money to the payer's bank and deduct the balance on your Account for the transfer.

4.4.6 Interest. As your Account is an e-money account, we are not permitted to pay interest on the Account.

4.4.7 Account Statements. On the Distributor's Interface:

4.4.7.1 you can view the available balance in your Account and view the details of any payments; and

4.4.7.2 access account statement information for each Account (and you consent to receive statements this way).

4.4.8 You must keep the credentials to obtain access to or use the Account safe and not disclose them to anyone.

4.5 Keeping your money safe

4.5.1 As your Account is an e-money account, it is not covered by the Financial Services Compensation Scheme. Instead, we are responsible for safeguarding the relevant funds we receive from you or on your behalf. This means that client funds are kept separate from our own funds and placed in a secure account with an authorised bank or covered through an insurance policy or similar guarantee.

4.5.2 To use the Services, you will create login details for the Distributor's Interface, which you should not disclose to anyone else and must keep them safe, secure and confidential, along with any device you use to access the Services.

4.5.3 You must contact the Distributor as soon as possible if you have reason to believe that:

4.5.3.1 your Card is lost or stolen; or

4.5.3.2 there may be unauthorised access to your security credentials, your Account or your Card.

4.6 Use of your Card (if available to you)

4.6.1 The Card shall remain our property and will be delivered by us, or on our behalf, by the Distributor.

4.6.2 You may be issued with:

4.6.2.1 a physical Card, which will have the details of the primary account number (PAN), the expiry date and the CVV2 code printed on it; or

4.6.2.2 a virtual Card, in which case you will not receive a physical Card but will receive details of the PAN, the expiry date and the CVV2 code of the card).

4.6.3 To start using the Card, you may be required to activate it in accordance with the instructions given to you by the Distributor. You must keep your physical Card and the details of the virtual Card (as applicable) in a safe place and protect it against unauthorised access or use by third parties.

4.6.4 Security Credentials. If you are issued with a physical Card, you may receive a personal identification number ("PIN") by the Distributor for security purposes. You must not keep details of your security credentials (such as the PIN) with the Card. You must never disclose to, or permit the use of, your PIN or other security credentials associated with our Services by any other person, not even us. If you have not protected your PIN or other security credentials, and your Card or Account are used without your knowledge, you may be liable for any losses you experience under these Terms.

4.6.5 Expiry of Card. The Card shall remain valid until the expiry date printed on the Card after which date you will not be able to use it. You can request a replacement Card from the Distributor. A replacement charge may be charged in accordance with Annex A (Charges).

4.7 Payments using our Services

4.7.1 You can redeem the e-money you hold with us by authorising a payment by credit transfer from your Account, or by use of your Card using the Distributor's Interface.

4.7.2 For a payment by credit transfer from your Account, you will be asked to provide (a) the amount of the payment you wish to make; (b) the unique account details for the person you wish to pay (the "payee") and (c) such other details that may be requested from you.

4.7.3 We will process your payment when we receive instructions from you via the Distributor's Interface. Instructions received after 4.30pm on a Business Day or on a day which is not a Business Day will not be processed until the next Business Day.

4.7.4 When setting up a payee or making a payment, make sure to add the correct details of the person you want to pay. If they are not correct, your payment may be delayed, or you might lose money if it is sent to the wrong account.

4.7.5 If we process your payment in accordance with the unique account details you provide, we will not be responsible if the payment goes to the wrong account or is not processed because the details you have given are incorrect.

4.7.6 If a Card is associated with your Account, you may (depending on your permitted usage) use your Card to:

4.7.6.1 make cash withdrawals at an automatic teller machine (ATM);

4.7.6.2 pay merchants by a 'point of sale' transaction in-store or online, or over the phone; and

4.7.6.3 make payments using a mobile payment wallet (such as Google Pay or Apple Pay) on your device.

4.7.7 The amount of the payment, together with any applicable fees, will be deducted from the balance of your Account.

4.7.8 It is your responsibility to ensure that there is available balance on your Account for any payments. If there is not sufficient balance on your Account, we may refuse to process a payment. Should the Account at any time and for any reason have a negative balance, you shall repay the deficit amount immediately and in full.

4.7.9 Your use of our Services may be subject to certain limits, including the disablement of certain transaction types and spending limits. We and the Distributor have the right to review and change the limits on the Services at any time. You will be notified of any such changes via the Distributor's Interface.

4.7.10 The time it takes for a credit transfer from your Account to arrive at its destination will depend on the currency, the time we receive your payment instructions and the location of the Account. Our usual processing times for payment are:

4.8 Payment Authorisation

4.8.1 We will treat you as having authorised a payment by credit transfer from your Account if:

4.8.1.1 you authorised the payment by credit transfer through the Distributor's Interface by using your security credentials;

4.8.1.2 a Third-Party Provider has initiated a payment from your Account; or

4.8.1.3 you have set up a Direct Debit payment to be taken from your Account with a merchant.

4.8.2 We will treat you as having authorised a payment by your Card if you use your PIN or other security credentials personal to you or the Card to validate the payment.

4.8.3 We will be entitled to rely on your authorisation of a payment unless you notify the Distributor on becoming aware that money has been stolen from your Account or that your payment instructions have not been followed correctly. You must notify the Distributor as soon as possible but in any event within thirteen (13) months of the date of the relevant payment.

4.8.4 For most payments, once you have authorised a payment, the payment cannot be stopped or revoked.

4.8.5 There are certain circumstances where a payee may require the balance available on your Account to be greater than the value of the payment which you wish to make. Merchants may request this as they may need to access more funds than you initially planned to spend, for example when making a hotel or rental card reservations. You will only be charged for the actual and final value of the payment. If a Merchant has prior authorisation on the Card, you will not have access to the authorised balance until the payment is completed or if sooner, up to a period of thirty (30) days. We will only block access to the exact amount of funds authorised by the relevant Card.

4.9 Reimbursement for Authorised Push Payment (APP) Scams

4.9.1 If you believe you have been the victim of an APP scam (where you were tricked into making a payment to a fraudster), you must notify the Distributor as soon as possible and in any event within thirteen (13) months of the date of the relevant payment. You must provide all requested information to assist us in investigating your claim.

4.9.2 You may be entitled to a reimbursement under applicable rules issued by the Payment Systems Regulator (PSR) if the payment was made using the Faster Payments or CHAPS payment systems. We will assess your claim in accordance with these rules and notify you of the outcome.

4.9.3 You will not be entitled to reimbursement if we determine that you:

4.9.3.1 acted fraudulently; or

4.9.3.2 acted with gross negligence, meaning you ignored effective warnings about the scam or made the payment in circumstances where a reasonable person would have realised it was a scam, based on the information and warnings provided to you.

4.9.4 You will not be charged any fee for raising or processing an APP scam claim. We will provide a copy of our APP Scam Reimbursement Policy upon request or if you submit a claim.

4.9.5 We will aim to provide you with a decision as soon as possible and within 35 Business Days as required by applicable PSR rules. The PSR's reimbursement rules can be found at www.psr.org.uk.

4.10 Direct Debit payments

4.10.1 Your Account may permit Direct Debit payments. "Direct Debit" is a service allowing a payee (such as a merchant) to collect pre-authorised funds from your Account electronically on agreed dates.

4.10.2 If Direct Debits are available to you, you can set up a Direct Debit payment by signing a Direct Debit mandate authorising the payee to collect payments from your Account.

4.10.3 It is your responsibility to ensure that there is available balance on your Account for any Direct Debit payments on the day they are due for payment. If the Account has insufficient balance, we may (at our discretion):

4.10.3.1 reject the Direct Debit payment;

4.10.3.2 retry the Direct Debit payment at a future date; or

4.10.3.3 allow the Direct Debit payment which may cause your Account to incur a negative balance. If this happens, you will be obliged to promptly repay us any negative balance on your Account.

4.10.4 Cancelling the Direct Debit mandate does not cancel the underlying obligation to pay the payee under your contract with them. You will need to notify the payee taking the Direct Debit of your cancellation and make alternative payment arrangements with them.

4.11 Foreign exchange services

4.11.1 If a payment by Card is made in a currency other than the currency denomination of the Card, the value of the transaction may be converted into the currency of the Card by the relevant Card Scheme at a rate set by the Card Scheme. For Card usage conducted in other currencies (other than the currency of the Card), you shall accept the exchange rate used by the card scheme (e.g. Visa, Mastercard), which can be found on the card scheme's website. Any changes in exchange rates may be applied immediately and without notice.

4.11.2 If we offer you Accounts in currencies other than British pounds sterling, you will be able to exchange an amount from one currency to other available currencies by transferring money to another Account. If we accept the credit transfer to another Account in a different currency, you will be legally bound by the transaction.

4.11.3 We may at our discretion refuse to permit the credit transfer if:

4.11.3.1 you have suffered an Insolvency Event;

4.11.3.2 we are unable to debit the Account with the amount of money you wish to exchange or it would cause the Account to have a negative balance;

4.11.3.3 if we have reason to believe that you are using our Services for investment or speculative purposes; or

4.11.3.4 where circumstances arise (or where we reasonably believe that they have arisen or will arise) which gives us the right to suspend Services or terminate these Terms.

4.11.4 If we execute the credit transfer at an exchange rate that is materially inconsistent with the prevailing market rate as determined by us, we may (in our sole discretion):

4.11.4.1 make available a revised exchange rate to you instead of the erroneous rate;

4.11.4.2 decline to complete on the credit transfer based on the erroneous rate; or

4.11.4.3 cancel any credit transfer that has been completed using the erroneous rates.

4.11.5 If you become aware or suspect there to be an erroneous rate, you must notify the Distributor immediately.

4.12 Refund of unauthorised or incorrect payments

4.12.1 If it is shown that a payment was not authorised by you, we will refund the amount of the unauthorised payment and any fees and charges so that your Account is put in the same state it was in immediately before the unauthorised payment was made.

4.12.2 We will refund you as soon as possible and no later than the end of the Business Day after you notify us of the unauthorised payment.

4.12.3 If we reasonably suspect you have acted fraudulently, we are not obliged to refund you.

4.12.4 You will not be responsible for any losses you incur on an unauthorised payment and we will refund the amount of the payment if:

4.12.4.1 the payment occurred after you notified the Distributor of the loss, theft or misappropriation of the Card or your security credentials or the Distributor failed to provide you with an appropriate a way to notify them that this has occurred;

4.12.4.2 you used the Card in a distance contract, for example, for an online purchase; or

4.12.4.3 We or the Distributor were required by Applicable Law to apply Strong Customer Authentication but failed to do so.

4.12.5 You may be responsible in certain circumstances for an unauthorised payment on your Account. We may require you to pay up to a maximum of £35 (for a GBP-denominated Account) (or EUR 50 in the case of a EURO-denominated Account) for any losses incurred by you using your Card or Account unless:

4.12.5.1 the loss, theft or misappropriation of the Card was not detectable by you before the unauthorised payment took place;

4.12.5.2 the losses were caused by an act or omission of any employee or agent of ours or any person which carries out activities on our behalf.

You will be liable for all losses incurred in respect of an unauthorised payment if you have acted fraudulently or you have intentionally or carelessly failed to notify the Distributor of the loss, theft or misappropriation of the Card or your security credentials.

4.12.6 If our investigations show that any disputed payment was authorised by you or you may have acted fraudulently or carelessly, we may reverse any refund made by giving you reasonable notice.

4.12.7 If you notify the Distributor that a payment has been made incorrectly, we will refund the amount of the unauthorised payment and any fees and charges so that your Account is put in the same state it was in immediately before the unauthorised payment was made. This will not apply if:

4.12.7.1 you fail to notify us of the incorrect payment as soon as possible and in any case within thirteen (13) months after the date of the payment;

4.12.7.2 The unique account details for the payee were incorrect. We will make reasonable efforts to recover the funds and may charge a fee to cover our costs in doing so; or

4.12.7.3 we can show that the payment was received by the merchant's payment service provider.

4.12.8 If you believe there has been an error with a Direct Debit payment, you must notify the Distributor as soon as possible. If an error has occurred, we will refund you the amount paid from your Account. This includes refunds for payments taken on the wrong date, amount, or frequency, or after a direct debit instruction has been cancelled.

4.12.9 If money is paid into your Account by mistake, we can deduct it from your Account without prior notice to you.

4.13. Refunds for payments by Card

4.13.1 Where you have agreed to pay a third party using your Card, you may claim a refund for the amount of the payment provided that your authorisation did not specify the exact amount when you authorised the payment, and the amount of the payment exceeded the amount that you could reasonably have expected it to be, taking into account your previous spending pattern on the Card and the relevant circumstances.

4.13.2 To qualify for a refund:

4.13.2.1 the refund must be requested from the Distributor within eight (8) weeks of the amount being deducted from the Account; and

4.13.2.1 the person you paid is in the EEA.

4.13.3 Any refund or refusal of a refund will be provided by the Distributor within 10 Business Days of receiving your request, or within 10 Business Days of receiving any information requested from you concerning the refund.

4.14 Limitation of liability

4.14.1 Subject to clause 4.11, our liability to you under or in connection with these Terms (whether in contract, tort (including negligence) or otherwise), will be limited as follows:

4.14.1.1 we are not liable for any loss of profit, business or revenue (whether direct or indirect), nor for any indirect or consequential loss;

4.14.1.2 we are not liable for any loss you suffer because of something that is outside our reasonable control, including where you lose or disclose your PIN or other security credentials (subject to clause 4.11);

4.14.1.3 where money is taken from your Account incorrectly due to our failure, our liability is dealt with in clause 4.11;

4.14.1.4 if your Card is defective, our liability is limited to replacing it free of charge, or (if you wish) to closing the Account and returning the amount in it to you;

4.14.1.5 we will not be responsible for the Services being unavailable, as we make no promise or guarantee that the Services or your access to them will always be available;

4.14.1.6 we accept no responsibility for any delays attributed to the late arrival of funds or instruction of payments relative to the cut off times of the designated bank or for delays or faults due to the clearing banks or banking systems;

4.14.1.7 we are not liable for any charges of correspondent banks or payment service providers that you incur by sending money to your Account;

4.14.1.8 in all other circumstances (save to the extent mandated by Applicable Law) our liability is limited to a refund of the amount in your Account.

4.14.2 Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, or liability as result of fraud or to the extent that the liability may not be excluded or limited by any Applicable Laws.

4.15 Suspension of Services or refusal of a payment

4.15.1 We may at any time suspend, restrict or refuse any use of an Account or a Card where:

4.15.1.1 we are concerned about the security of, or access to, your Account(s) or Cards;

4.15.1.2 we reasonably suspect that, your Account(s) or Card(s) are being used without authorisation, illegally or in a fraudulent manner;

4.15.1.3 you haven't given us the information we need, or we believe that any of the information that you have provided to us was incorrect or false;

4.15.1.3 we are required to do so for the security of our systems or to comply with the law;

4.15.1.4 you have materially breached these Terms;

4.15.1.5 there is an insufficient balance on your Account for the payment or otherwise breach any Limit; or

4.15.1.1 If an Insolvency Event has been commenced against you or we reasonably believe that you are at risk of such an event occurring.

4.15.2 Where it is legally permissible to do so, the Distributor will notify you as soon as reasonably practicable of any refusal of the Services and give you reasons for doing so. Where the refusal is reasonably justified, a charge may be incurred as set out in Annex A (Charges).

4.16 Third Party Providers

4.16.1 You may permit open banking providers and other third-party providers to have access to your information on your Account or to make payments on your behalf from your Account ("Third Party Provider" or "TPP"). If we are concerned about unauthorised or fraudulent access by a TPP, we may deny access to any TPP. We will notify you as soon as possible before we deny service (unless it is not reasonably practicable to do so) or subsequently to our denial, unless doing so would compromise security or is unlawful

4.17 Fees and charges

4.17 You are liable for paying all fees for your use of the Services as charged to you by the Distributor. Additional charges may be charged for the Services as set out in the table in Annex A (Charges).

4.18 Ceasing to provide Services

4.18.1 Dormant Accounts. We may close your Account (and stop providing Services) by giving you at least two (2) months' notice if there have been no transactions on your Account for twelve (12) months.

4.18.2 Termination. We can terminate our Services and close your Account immediately:

4.18.2.1 if you breach these Terms; or

4.18.2.2 if any of the circumstances entitling us to suspend or refuse Services to you apply; or

4.18.2.3 if the Distributor notifies us that its agreement with you has terminated.

4.18.3 We may terminate these Terms at any time and for any reason by giving you not less than two (2) months' written notice.

4.18.4 You can terminate these Terms and close your Account(s) at any time and for any reason by cancelling your agreement with the Distributor.

4.18.5 Upon the effective date of termination:

4.18.5.1 you will no longer be able to use the Services;

4.18.5.2 you may redeem the balance of your Account by transferring it to another account of the same currency in your name, less any amounts which are due and owing to us.

4.18.6 We may charge dormant account charges as published in Annex A (Charges). We may also charge for any redemption of e-money after a period of twelve (12) months of termination of these Terms.

4.18.7 If we hold a balance on your Account for you for more than twelve (12) months after termination of these Terms, we shall use reasonable endeavours to contact you to redeem the e-money and return the corresponding funds to you. You may redeem any e-money at any time prior to six (6) years after termination of these terms after which time your claim for redemption shall be extinguished.

4.19 Changes to these Terms

4.19.1 We may change these Terms for any reason by the Distributor or us giving you notice. You will be deemed to have accepted the changes if you raise no objection before the notice expires. You may terminate these Terms and close your Account by giving notice at any time if you do not accept them.

4.19.2 For all changes relating to payment services and e-money (including fees and Limits), we will give two (2) months' notice. Otherwise, we may provide less notice of any change.

4.20 Complaints

4.20.1 If you are not happy with the Services provided, we recommend you address your complaint to the Distributor in the first instance to ensure your concerns are addressed promptly.

4.20.2 If the Distributor is unable to resolve your concerns, you may request the complaint be escalated to us for consideration. All complaints follow our complaints procedure.

4.20.3 We will endeavour to handle your complaint fairly and within our stated timeframes. If you are not satisfied with the outcome, you may contact the Financial Ombudsman Service within six-months of the date we sent (or should have sent) our final response to you. The address for the Financial Ombudsman Services is: Exchange Tower, London E14 9SR. Details of their services are available at http://www.financial-ombudsman.org.uk.

4.21 Other important terms

4.21.1 Communications. The Terms and all communications will be in English. You may request a copy of these Terms from the Distributor at any time.

4.21.2 Interpretation. Clause headings shall not affect the interpretation of these Terms and references to clauses are to the clauses of these Terms. Any words following the terms including, include for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular. A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time and reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

4.21.3 What if something unexpected happens? We shall have no liability to you under these Terms or otherwise if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts beyond our reasonable control, including, without limitation, strikes, lockouts or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, or civil commotion, provided that you are notified of such an event and its expected duration.

4.21.4 Privacy. You agree that we can use your personal data in accordance with these Terms and our privacy policy, which is set out on https://www.railsr.com/privacy-policy. This privacy policy includes details of the personal information that we collect, how it will be used, and who we pass it to. You can tell us if you do not want to receive any marketing materials from us.

4.21.5 We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms at any time and without prior written notice to you. These Terms are personal to you, and you may only transfer your rights or your obligations to another person if we agree to this in writing.

4.21.6 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

4.21.7 Illegality. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

4.21.8 Delay in enforcement. If we delay in taking steps against you for a breach of these Terms, we shall not be taken to have waived your breach and does not prevent us taking steps against you later.

4.21.9 Applicable law. These Terms are governed by English law and, by using our Services, you agree to submit to the exclusive jurisdiction of the courts of England and Wales.

4.22 Definitions

4.22.1 Unless otherwise defined in the body of these Terms, the following definitions apply:

"Applicable Laws" means, in respect of a person, all applicable laws and regulations in any jurisdiction to which that person is subject in respect of the performance of its obligations under these Terms;

"EEA" means the European Economic Area;

"Insolvency Event" means with respect to a person, (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that party's assets; (d) a creditor or encumbrancer attaches or takes possession of the whole or any part of that party's assets which is not discharged within fourteen (14) days; or (e) any event occurs, or proceeding is taken, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (d) above; and

"Strong Customer Authentication" means the additional authentication steps which we are obliged to carry out on your Account to make your Account more secure required under Regulation 100 of the Payment Services Regulations 2017

Annex A – Charges

Annex B – Cross-Border Transfers (Global Send)

B.1 Overview

B.1.1 The Cross-Border Transfer service ("Global Send") enables you to send funds from your Odola Account to recipients in other countries through our international payout network and local payout partners

B.1.2 This Annex supplements and forms part of the Odola Terms and Conditions. In the event of any conflict, this Annex shall prevail in relation to cross-border transfers.

B.2 Service Description

B.2.1 Global Send allows you to transfer funds to supported countries and currencies as listed within the Odola app.

B.2.2 The service supports payout methods including bank transfers, mobile wallets, and cash pick-up, depending on destination availability.

B.2.3 Odola acts as a distributor of PayrNet Limited ("Railsr") and facilitates international remittance services via our payout network providers.

B.2.4 Odola Group Inc. provides the Global Send service as a distributor of PayrNet Limited (authorised by the FCA under FRN 900594). PayrNet Limited is the regulated payment service provider responsible for safeguarding customer funds and executing payment transactions.

B.3 Access and Eligibility

B.3.1 The service is available to verified users who hold an active Odola Account in good standing and have completed all required Know-Your-Customer ("KYC") and anti-money laundering ("AML") checks.

B.3.2 Odola and PayrNet reserve the right to suspend or refuse access to Global Send in accordance with risk, compliance, or regulatory requirements.

B.4 Funding and Execution

B.4.1 Cross-border transfers are funded from your Odola Account balance.

B.4.2 Once you confirm a transfer, Odola will debit the corresponding amount and applicable fees from your Account.

B.4.3 Funds will be remitted to the recipient's account, wallet, or payout agent through our payout network and local payout partners.

B.4.4 Processing times vary by corridor and payout method. At the time of quotation, the app will display an indicative delivery range specific to your selected corridor and payout method. Delivery ranges exclude time taken for any required compliance checks, incomplete/incorrect recipient details, or recipient-side issues.

B.5 Currency Exchange and Quotation

B.5.1 Odola provides real-time quotations based on live foreign exchange ("FX") rates obtained through its FX partners.

B.5.2 Each transfer includes Odola's fee(s) and any applicable FX spread. Before you confirm, we show an "all-in" total and the net amount expected to arrive with the recipient

B.5.3 Quotes are time-limited and expire automatically if not used within the validity window shown in the App (typically a few minutes). Expired quotes must be refreshed before proceeding.

B.5.4 You acknowledge that FX rates fluctuate and that Odola does not guarantee any particular rate until a quote is accepted and confirmed.

B.6 Limits and Restrictions

B.6.1 Transaction and frequency limits apply to all Global Send transfers and may vary by corridor, currency, or regulatory requirements.

B.6.2 You are required to disclose the reason for your international transfer - reasons permitted include: family support, gift and other donations, personal transfer and travel reasons. You may not use Global Send for business or commercial purposes.

B.6.3 Odola may block or reverse any transaction suspected of violating sanctions, AML, or fraud regulations.

B.6.4 You must not use Global Send for: sanctioned parties/countries, illegal goods/services, gambling where prohibited, purchase/sale of virtual assets where barred, or payments on behalf of third parties for consideration.

B.7 Recipient Information and Verification

B.7.1 You are responsible for ensuring that all recipient details are accurate.

B.7.2 Our payout partners may verify recipient account or wallet details before transfer completion.

B.7.3 If verification fails, your transfer may be delayed or cancelled. Odola is not responsible for losses caused by incorrect recipient details.

B.8 Cancellations and Refunds

B.8.1 Refunds for failed or rejected transactions will be credited back to your Odola Account in the original sending currency.

B.8.2 Once a transfer has been confirmed, it cannot be cancelled if the payout has already been initiated. If payout has not been completed, we will use reasonable efforts to recall; success is not guaranteed and third-party fees may apply.

B.8.3 Refund amounts may exclude certain third-party or intermediary fees incurred during processing.

B.9 Fees and Charges

B.9.1 All applicable fees are displayed prior to confirmation and are non-refundable once the transaction is executed.

B.9.2 Odola reserves the right to change its fee schedule, with at least two (2) months' notice as required under the main Terms. Fee changes apply prospectively and do not affect transfers already confirmed. Corridor FX rates and per-transaction quotes (including any FX spread and per-transfer fee) are set at the time of the quote and may change without prior notice; the price you see before you confirm is the price that applies to that transfer.

B.10 Compliance and AML

B.10.1 All transfers are subject to compliance screening under global compliance regulations.

B.10.2 Odola and PayrNet may disclose transaction data to relevant authorities or our payout network partners for the purposes of fraud prevention, sanctions screening, or regulatory reporting. We share only the data necessary to process your transfer, in line with our Privacy Policy.

B.10.3 Transfers may be delayed or rejected if additional information is required to satisfy compliance obligations.

B.11 Error Handling and Liability

B.11.1 If a payment is delayed, misrouted, or rejected due to an error by Odola or its partners, we will investigate and, if appropriate, refund the principal amount and applicable fees.

B.11.2 Odola shall not be liable for any delay, non-execution, or error in execution of a cross-border transfer where such delay or error is due to (a) inaccurate or incomplete recipient information provided by you; (b) interruptions or failures in third-party networks outside our reasonable control; or (c) compliance reviews or investigations required by law or undertaken by payment network partners. Nothing in this clause limits or excludes liability for Odola's own negligence, fraud, or any statutory rights to a refund under applicable payment services law. Intermediary and correspondent institutions may deduct their own fees from the principal before delivery; such third-party deductions are outside our control.

B.12 Termination or Suspension

B.12.1 Odola may suspend or terminate access to Global Send in the event of regulatory restrictions, partner unavailability, or user misconduct.

B.12.2 Where feasible, notice will be provided before termination, except where required by law to act immediately.

B.13 Governing Law

This Annex is governed by the same law and jurisdiction provisions stated in Clause 4.21.9 of the main Terms — the laws of England and Wales, under the exclusive jurisdiction of the courts of England and Wales.

B.14 Definitions

For the purpose of this Annex:

• "Payout Partner" refers to any local bank, mobile money operator, or cash agent contracted via our payout network providers.

• "Global Send" refers to the Odola cross-border payment feature described in this Annex.

  
  

Annex C – Gold Trading Terms (Odola FZCO)

C.1 Service, roles and regulatory status

C.1. What the service is.

The Gold Account is a feature in the Odola app that lets you buy and sell exposure to physical gold.

C.1.2 Who provides what?

Odola Ltd (UK) provides the app and your e‑money account in partnership with PayrNet Limited (Railsr), which is authorised by the FCA to issue e‑money and provide payment services.

Odola FZCO (Dubai) is our Dubai Multi Commodities Centre Authority (DMCC) licensed entity that operates the gold buying and selling service inside the app (activity: "Non‑Manufactured Precious Metal Trading").

C.1.3 Regulatory status.

Gold is not a UK regulated product and not protected by the UK Financial Services Compensation Scheme (FSCS). Your e-money balance (cash) is issued and safeguarded by Railsr under UK rules, separately from gold.

C.1.4 No advice.

We do not provide investment, legal or tax advice. Information in‑app is general only; you must decide if gold is right for you.

C.1.5 Capacity and conflicts.

When you buy or sell in-app, Odola FZCO acts as principal (not as your agent). Our revenue may include spread to the mid-market price and/or fees disclosed before you confirm.

C.1.6 Precedence.

If there is any inconsistency between this Annex and the Agreement in relation to the Gold feature, this Annex prevails.

C.2 Enabling gold and your confirmations

C.2.1 Incorporation and acceptance at onboarding.

This Annex C forms part of the Odola Terms and Conditions you accept during app onboarding. By completing onboarding (including KYC/AML), you agree to this Annex and acknowledge the Risk Disclosures (Section C8). We record the version and timestamp of your acceptance.

C.2.2 Automatic feature set-up (no holdings until you buy).

We may set up your Gold Account automatically once your Odola account is active and you have passed KYC/AML. Auto set-up does not execute any transactions and does not create any gold holdings. You only hold gold after a buy order completes.

C.2.3 Pre-trade reminders (informational)

Before your first gold transaction (and from time to time), we may show an in-app reminder of key risks and disclosures. This is informational only and not a new acceptance of terms.

C.2.4 No fees with a zero balance.

No storage or other gold-related fees accrue while your gold balance is zero.

C.2.5 Opt-out / disable / close.

You may disable the Gold feature or close your Gold Account at any time in the app or via Customer Support. If you hold gold, you must sell or arrange delivery of your holdings first (see Section C3.5 for delivery).

C.2.6 Changes to this Annex.

We may update this Annex under the change-notice process in the main Odola Terms. If you do not agree to changes, you may disable or close your Gold Account (subject to settling any open positions).

C.3 Nature of holdings and custody

C.3.1 Definitions.

"Vault Operator" means a professional precious-metals vaulting provider we appoint from time to time.

C.3.2 Title and custody model (pooled allocated; nominee).

Creating a Gold Account does not give you title to gold. You obtain a gold interest only when your buy order completes. Odola FZCO (or its nominee) holds legal title to identified bars on a pooled allocated basis, and you hold a beneficial interest in that pool. Client metal is segregated from Odola's own metal, held on trust, and is not available to Odola's creditors.

C.3.3 Storage and evidence of holdings.

Your gold is stored with a professional Vault Operator in the UAE. Title and possession are evidenced by the Vault Operator's warehouse/inventory records together with our client sub-ledgers. We reconcile pooled client balances to vault/bar-list records daily.

C.3.4 Storage insurance (scope and limits).

Gold held with the Vault Operator is covered by all-risk vault insurance against physical loss or damage, customary for precious-metals custody. Insurance is subject to the insurer's terms, exclusions and limits and does not cover market price movements. You are not a party to the insurance. If a covered loss occurs, we will pursue recovery and credit any net proceeds to affected customers pro rata.

C.3.5 Physical delivery (UAE only, ≥ 1 g; via Customer Support).

C.3.5.1 Availability. Physical delivery is available only within the United Arab Emirates; we do not ship internationally.

C.3.5.2 Minimum and whole grams. Minimum deliverable quantity is 1 gram; requests must be for whole-gram amounts. Any fractional remainder stays in your in-app balance unless you sell it.

C.3.5.3 How to request. Delivery is not available in-app. Contact Customer Support (support@odola.com) with your account details, grams to deliver, and your UAE delivery option (vault collection or approved courier).

C.3.5.4 Eligibility checks. We may require additional identity/address verification and impose limits on delivery frequency or amount.

C.3.5.5 Costs. Physical delivery incurs a fee covering refining, assay, fabrication, logistics, and handling. The fee is deducted from your e-money balance at the time we confirm your delivery request. Actual fee will be communicated before you confirm.

C.3.5.6 Title transfer and risk. Title and risk transfer to you when the Vault Operator (vault pick-up) or courier (delivery to your UAE address) hands physical metal to you or your authorised agent. Odola FZCO ceases all storage/insurance obligations at that point.

C.3.5.7 No re-depositing. Once you take physical delivery, we cannot accept it back into your in-app Gold Account.

C.4 Buying and selling gold

C.4.1 Quotes and pricing.

We show you a live quote (in GBP or other available currency) for the amount of gold you wish to buy or sell. The quote is valid for a short window (typically seconds). If you do not confirm within that window, the quote expires and you must request a fresh quote.

C.4.2 Order execution (buy).

When you confirm a buy, we debit your e-money balance for the quoted amount (including any fees) and credit your Gold Account with the corresponding grams of gold. Settlement is immediate (no T+2 waiting period).

C.4.3 Order execution (sell).

When you confirm a sell, we debit the specified grams from your Gold Account and credit your e-money balance with the quoted proceeds (net of any fees). Settlement is immediate.

C.4.4 Fractional ownership.

You may buy or sell gold in fractional grams (subject to minimum transaction sizes displayed in-app). Your holding is tracked to multiple decimal places.

C.4.5 Cancellation and reversal.

Once you confirm a buy or sell order, the transaction is final. We do not permit cancellation or "cooling off" after execution, except where required by law or in the event of a manifest system error (see Section C5.3).

C.5 Fees and charges

C.5.A Transaction fees.

Each buy or sell may incur a percentage fee and/or a fixed fee. The total fee is disclosed before you confirm the transaction.

C.5.2 Spread.

Our buy and sell prices include a spread over the mid-market spot price. This spread is our revenue and is reflected in the quote you see.

C.5.3 Storage / custody fee.

We may charge an annual custody fee (e.g., a percentage of the value of your gold holdings or a flat monthly fee). Any such fee will be disclosed in-app and deducted from your e-money balance at regular intervals (e.g., monthly). No fee is charged while your gold balance is zero.

C.5.4 Delivery fee.

Physical delivery (where available) incurs a delivery fee as described in Section C3.5.

C.5.5 Fee changes.

We may change our fee schedule under the change-notice process in the main Odola Terms (typically two months' notice for material changes). Updated fees apply prospectively and do not affect orders already executed.

C.6 Limits and restrictions

C.6.1 Transaction limits.

Minimum and maximum transaction sizes (per buy or sell) are displayed in-app and may change from time to time.

C.6.2 Holding limits.

We may impose a maximum total holding limit (in grams or value). If you reach the limit, additional purchases will be declined until you sell or take delivery of some gold.

C.6.3 Regulatory or policy restrictions.

We reserve the right to suspend or restrict gold trading for compliance, risk, or operational reasons (e.g., AML concerns, market volatility, system maintenance).

C.7 Market volatility and no guaranteed pricing

C.7.1 Price fluctuations.

The price of gold fluctuates continuously. Between requesting and confirming a quote, the price may move against you. We do not guarantee any particular price or outcome.

C.7.2 Suspension of trading.

In extreme market conditions (e.g., severe illiquidity, technical failures at our liquidity providers, force majeure events), we may temporarily suspend buy and/or sell functionality. We will notify you as soon as practicable and resume trading when conditions normalise.

C.7.3 Manifest errors.

If a quote or executed price is clearly wrong due to a system error (e.g., off by orders of magnitude), we may cancel or amend the transaction and notify you. This right is exercised in good faith and only in egregious cases.

C.8 Risk disclosures

C.8.1 General investment risk.

Gold prices can go down as well as up. You may get back less than you invest. Past performance is not indicative of future results.

C.8.2 No guaranteed liquidity.

While we aim to provide continuous buy/sell pricing, there may be times when we cannot offer liquidity (see Section C7.2).

C.8.3 Currency risk.

If your e-money account is in GBP and gold is priced in USD, you face FX risk. The GBP/USD rate affects the price you see and your returns.

C.8.4 Custody and insolvency risk.

Your gold is held on trust and segregated from Odola's own assets. However, in the unlikely event of the Vault Operator's insolvency, there may be delays or (if the operator fails to maintain proper segregation) partial losses. Our vault insurance provides some protection but is subject to policy limits and exclusions.

C.8.5 No FSCS protection.

Gold is not covered by the UK Financial Services Compensation Scheme. If Odola FZCO or the Vault Operator fails, you are not entitled to FSCS compensation.

C.8.6 Tax.

Gains or income from gold may be taxable (e.g., capital gains tax). We do not provide tax advice; consult a tax advisor.

C.8.7 Regulatory status.

Odola FZCO's gold service is not regulated by the UK FCA. It is overseen by the Dubai Multi Commodities Centre Authority (DMCC). You do not have UK regulatory protections (e.g., access to the Financial Ombudsman Service) in relation to gold trading.

C.9 Liability and disclaimers

C.9.1 Exclusions.

We are not liable for losses arising from market price movements, your investment decisions, delays or suspensions due to force majeure, or third-party failures (e.g., Vault Operator, liquidity providers) beyond our reasonable control.

C.9.2 Caps.

To the extent permitted by law, our aggregate liability to you in relation to the Gold feature (whether in contract, tort, or otherwise) is capped at the value of your gold holdings at the time of the relevant event plus any fees you paid in the preceding 12 months, subject to a maximum of £10,000.

C.9.3 Exceptions.

Nothing in this Annex excludes or limits our liability for fraud, fraudulent misrepresentation, or death/personal injury caused by our negligence.

C.10 Termination and dormancy

C.10.1 Closing your Gold Account.

You may close your Gold Account at any time by selling all your holdings or arranging physical delivery. Once your gold balance is zero and you confirm closure, we will disable the feature.

C.10.2 Dormancy.

If your Gold Account has a positive balance but shows no activity (buy/sell/delivery request) for 12 consecutive months, we may treat it as dormant and charge a dormancy fee (if disclosed in our fee schedule). We will notify you before imposing such a fee.

C.10.3 Termination by us.

We may terminate your access to the Gold feature by giving you at least 60 days' notice (or immediately for cause, e.g., breach of terms, fraud, AML concerns). If we terminate, you must sell or take delivery of your gold within the notice period. If you fail to do so, we may sell your gold at the prevailing market price and credit the proceeds (net of fees) to your e-money account.

C.11 Complaints and disputes

C.11.1 Internal complaints.

Direct complaints about the Gold feature to our Customer Support. We will follow our standard complaints procedure and aim to resolve your issue within a reasonable timeframe.

C.11.2 No FOS access for gold.

Because gold trading is provided by Odola FZCO (Dubai) and is not a UK regulated activity, you cannot refer gold-related complaints to the UK Financial Ombudsman Service. E-money/payment services complaints (handled by Railsr) may still be eligible for FOS referral under the main Terms.

C.11.3 Governing law and jurisdiction.

Disputes relating to this Annex C are governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales, unless mandatory consumer protection laws of your residence require otherwise.

C.12 Amendments and notices

C.12.1 Changes to this Annex.

We may amend this Annex under the change-notice process in the main Odola Terms (typically 60 days' notice for material changes, less for minor or regulatory-driven changes). Continued use of the Gold feature after the notice period constitutes acceptance.

C.12.2 How we notify you.

Notices related to the Gold feature will be sent via the Odola app (in-app message or push notification) and/or by email to your registered address. You must keep your contact details up to date.

Annex D – Promotional Terms and Conditions 

D.1 Promoter:  Odola Ltd (“Odola”, “we”, “us”, “our”).

D.2 Offer: Customers who make their first successful international transfer of £50 or more will receive £10 worth of gold credited to their Odola account (the “Offer”).

D.3 Eligibility.

D.3.1 The Offer is open to customers on their first international transfer. The Offer is limited to one per customer.

D.4 Qualifying transfer.

D.4.1 A qualifying transfer is an international money transfer initiated and completed through Odola that: (a) is the customer’s first transfer with Odola; and (b) has a transfer amount of at least £50 (before fees and foreign exchange). Domestic or non-international transfers do not qualify.

D.5 Redemption and delivery.

D.6.1 Odola will credit £10 worth of gold (valued in GBP at the time of credit) to the customer’s Odola gold balance or designated gold product within completion of the qualifying transfer..

D.7 Limitations.

D.7.1 The Offer: (a) cannot be exchanged for cash; (b) cannot be combined with other Odola promotional offers unless stated otherwise; (c) is non-transferable; and (d) is subject to availability. Odola reserves the right to refuse the Offer if Odola reasonably believes the customer has abused the promotion or acted fraudulently.

D.8 Fees, taxes and FX. Any transfer fees, taxes, duties or foreign exchange costs associated with the qualifying transfer or with converting/holding the gold are the customer’s responsibility.

D.9 Changes and withdrawal. Odola reserves the right to suspend, amend or withdraw the Offer at any time without prior notice. Any changes will not affect customers who have already completed a qualifying transfer and received confirmation from Odola that the Offer will be applied.

D.10 Liability. Except where prohibited by law, Odola’s liability in relation to the Offer is limited to the value of the Offer.

D.11 Questions. For questions about the Offer, please contact Odola customer support at support@odola.com