Terms of Service
Who we are
Oode is the UK trading name of Koodaa Limited (“KDA”), a company registered in England and Wales with number 10459868 which can be contacted at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. BVN Koodaa is the agent of Koodaa Limited, a company registered in England and Wales with number 10192045 which can be contacted at 1 East Poultry Avenue London EC1A 9PT. This Agreement is between KDA and you, the Koodaa Account Holder.
Important information you need to know
Please read this Agreement carefully before you activate your Oode account or use any of our services. This information forms the Agreement for your Oode Account including any associated payment services that we may provide or connect you to.
By confirming that you accept the terms of this Agreement, or by using our services, you accept this Agreement. If there is anything you do not understand, please contact Customer Services using the contact details in paragraph 20 of this Agreement.
APPLYING AND REGISTERING YOUR Oode ACCOUNT
To apply for a Oode Account, you must be at least 18 years old, must have a UK registered Non-Limited Business and be a UK resident.
We will register your Oode Account for you on the basis of the information that you have provided to us. You must provide accurate information and to tell us of any changes as soon as possible so that our records remain correct.
To use your Oode Account, you will need to download the Oode App via your mobile phone or tablet.
USING THE Oode APP ACCOUNT
Subject to Your signing up through Token to your Bank Account(s), the Oode App can access your bank account(s). Your Bank Account can be used for setting up Direct Debits, for making and receiving Faster Payments and for receiving BACS and CHAPS.
All Banking functionality is provided by Your Bank and therefore usage of Your Bank Account will be subject to any restrictions and limits placed on it by Your Bank, together with any fees levied as applied under you with Your Bank.
It is your responsibility of to check there is sufficient Available Balance before any payment is due. If your Bank Account does not have sufficient Available Balance any payment will be rejected.
The time of receipt of a transaction order is when Your Bank receives it. You cannot stop a transaction after it has been transmitted to Your Bank and you have given consent, or when you have given your consent to a pre-authorised payment.
It is your responsibility to ensure correct recipient Account details and payment amount is provided when making any payment or setting up a payee. You are responsible if you give us incorrect instructions or mistakenly instruct us to make the same payment more than once, but we will try to help you get the money back. We may not always be able to do this, but we will do all we can. If we cannot get the money back, you can request the relevant information we have about the transaction to help you reclaim the money. We will provide this information on receiving a written request from you, unless the law prevents us doing so.
You can authorise us to make a payment from your Oode Account via the Oode App by setting up electronic payments and giving us instructions via a third party, such as through a direct debit scheme or a Payment Initiation Service Provider. We will treat a payment as authorised by you if:
- the transaction was authorised from the Oode App using the required entry passcode or credentials and that the payee had been approved;
- you have set up or agreed to any Direct Debit Payments to be taken from your Oode Account; or
- a Payment Initiation Service Provider has made a payment from your Oode Account.
We may refuse to execute or process a payment (without prior notice to you) if:
- the Oode Account does not have sufficient Available Balance to cover the payment; or
- the Oode Account is suspended or closed; or
- we need to do so to comply with the rules of the payment system; or
- we suspect fraudulent activity on the Oode Account or the payment is unlawful or fraudulent; or
- we are concerned about fraud or unauthorised access to the Oode Account by an Intermediary Payment Service Provider; or
- required to comply with any law.
You may not be able to stop any payments once it has been authorised by you or a Payment Initiation Service Provider. However you may be able to stop a Direct Debit payment provided that:
- the Direct Debit is cancelled two Working Days before the Oode Account is due to be debited; and
- the payment has not already been made.
If you stop or cancel a Direct Debit, you must tell the recipient to whom the Direct Debit is payable. We will not be responsible if you fail to inform them and the recipient will not have any claim against us.
If, for any reason, a payment is processed for an amount greater than the Available Balance on your Oode Account, you must repay us the amount by which the Full Deductible Amount exceeds your Available Balance immediately after receiving an invoice from us. Should you not repay this amount immediately after receiving an invoice from us we reserve the right to take all steps necessary, including legal action and/or closing your Oode Account, to recover any monies outstanding.
CHECKING ACCOUNT BALANCE
You can check your connected Bank Account balances on the Oode Account via the Oode App.
ACCOUNTING SERVICE FUNCTION
The service (the “Accounting Service”) enables you to insert details of your income earned through freelance work, and your expenses relating to such work, allowing it to estimate your tax liability on an ongoing basis, store receipts electronically and view your profit and expense.
When you connect your Oode App to Your Bank Account(s), when you spend money using your connected Bank Account ( “Spend”), or receive a transfer into Your Bank Account (“Income”) the details of such Spend and Income will be imported into your Oode Account, and you will be provided with indicative information regarding your estimated tax liability.
In order for us to provide the most accurate estimate of your tax liability, you are responsible for inputting details of your income and expenses, and for checking the correctness of information relating to Spends.
You acknowledge that the Oode App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Oode App meet your requirements.
You acknowledge that the Accounting Service is provided by us for free and entirely at our discretion, and that we have the right to change, restrict, suspend or terminate your access to the Accounting Service at any time and without notice.
Any information we provide to you via the Accounting Service is solely for your internal informational purposes and should not be relied upon for the purposes of submitting tax returns or any official filing. The accuracy of the Accounting Service is dependent on the accuracy and completeness of the information you provide and in any event we make no representation, and we exclude all warranties (whether implied by statute or common law), to the extent we may do so by law, as to the accuracy of the Accounting Service and in respect of any information provided to you through the Accounting Service.
We keep the terms of this Agreement concerning the use of the Accounting Service under review and may change or update them from time to time. If we decide to do this, we will post such changes or updates on the Oode App and/or the Website, at which point the amendments will be effective and will be binding in respect of future uses of the Accounting Service by you.
CANCELLING, CLOSING YOUR ACCOUNTING
You may cancel your Oode Account and Oode App by calling Customer Services.
Once the Oode Account is closed, your Agreement will terminate.
YOUR LIABILITY AND AUTHORISATIONS
You are responsible for the use of your Oode Account and any Oode App used issued for your Oode Account.
We may restrict or refuse to authorise any use of your Oode Account including transactions in any legal jurisdiction if using the Oode App or Oode Account is causing or could cause a breach of this Agreement or if we have reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with the Oode App or Oode Account.
It is your responsibility keep Your Oode App and Oode Account safe. You must also keep safe any security information or credentials related to the Oode Account and Oode App.
You will be liable for all unauthorised transactions that arise from the use of a lost or stolen Oode App or Oode Account security information or the misappropriation of the Oode App if you fail to:
- keep the Oode App and/or security features of the Oode App and Oode Account safe, or
- notify us that the Oode App is lost or stolen.
You must ensure you do not:
- allow another person to use your Oode App or security information related to the Oode Account.
- write down password(s), or any security information related to Your Oode Account and Oode App unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or
- disclose your security information related to your Oode Account and Oode App, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
You should never allow a third party other than an Intermediary Payment Service Provider to use or access your Oode Account.
You must not disclose or make available your Oode App credentials to a third party unless the third party is an Intermediary Payment Service Provider and you want to use their services.
You will be responsible for all transactions which you authorise, whether such transactions are made by you from the Oode Account or by authorising a Payment Initiation Service Provider to do so on your behalf.
You will be liable for all transactions that take place as a result of you acting fraudulently or failing to comply with this Agreement with intent or gross negligence.
It is your responsibility to keep us updated of changes to your information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to contact you regarding your Oode Account, including the provision of refunds to which you might be entitled or to let you know about changes to this Agreement.
You agree to indemnify and hold harmless, us and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement and/or any breach of this Agreement or fraudulent use of the Oode Account, or Oode App log in details, by or authorised by you.
The Oode App is only supported on Apple iPhones running iOS versions 10 or 11 where the operating system has not been modified, or jailbroken, or configured to allow software installation from anything other than the Apple App Store. Use of the Oode App on such a device is at your risk and neither KDA nor Oode can be held responsible for any loss or data, information or financial loss.
LOST, STOLEN OR DAMAGED Oode ACCOUNT
In the event of loss, theft, fraud or any other risk of an unauthorised use of the Oode App or Oode Account, or if the Oode App is damaged or malfunctions, you must block your Oode App by via contacting Oode Customer Services.
In the event that you notify us in accordance with this Agreement that your security information related to your Oode Account or Oode App credentials has been lost or stolen you will be liable for a maximum of £35 of any loss that takes place prior to us being notified.
In the event that we have reason to believe that you have acted fraudulently or have acted with gross negligence or intentionally in failing to notify us of the lost or stolen Oode App or have failed to keep your Oode App or security information related to your Oode App and Oode Account safe or you have breached this Agreement then you shall be liable for all losses.
FEES
Your Oode Account maybe subject to the fees. The core and usage fees that comprise Your Oode Account will be listed on our website at: https://Oode.com
UNAUTHORISED AND INCORRECT TRANSACTIONS
If you have a reason to believe that a transaction on your Oode Account was unauthorised by you or a Payment Initiation Service Provider or was made incorrectly, you must inform us immediately, and Your Bank, but in any event within 13 months of the date of the relevant transaction.
- We have no responsibility to you for any unauthorised transactions, and You must seek refund for any unauthorised amount including from the Bnk concerned
- Your Bank is not obliged to refund unauthorised sums to you if they or we have reason to believe that you have acted fraudulently and we may notify Your Bank and the police or any other authority permitted by law.
- You will be liable for all unauthorised transactions made on Your Oode App if you have acted fraudulently or deliberately or with gross negligence failed to keep the Your Oode App credentials safe in accordance with this Agreement, or where you have failed to notify us without undue delay on becoming aware that Your Oode App credentials have been lost or stolen.
- You will not be liable for unauthorised transactions from your Oode App after you have told us that Your Oode App credentials has been lost, stolen or compromised.
VARIATION
We may change this Agreement, including fees and limits by providing you with at least two months prior notice by e-mail (provided you have supplied us with an up-to-date e-mail address) and will ensure the most recent version is always available on the Oode App.
If you do not agree with the changes to the Agreement, you may at any time within the two months’ notice period terminate your Agreement and close your Oode Account in accordance with paragraph 9.2 at that time without a charge. However, in the event you do not cancel during this period then you will be deemed to have accepted them and the changes will apply to you.
- There are some situations where we can make changes to this Agreement and we do not have to tell you in advance. These are changes you probably expect because of the nature of the product or service, or that you won’t mind about because they are favourable to you. We do not have to tell you personally in advance when any of the following happen: If the change is in your favour, if we reduce your charges, if we make this Agreement fairer to you, or if we introduce a new service or feature from which you can benefit.
- We make a change because a change in law or regulation says that we have to by a particular date, and there isn’t time to give you notice.
If any part of this Agreement is inconsistent with any regulatory requirements then we will not rely on that part but treat it as if it did actually reflect the relevant regulatory requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical. We will update our Agreement to reflect the new regulatory requirements when they are next reprinted.
TERMINATION OR SUSPENSION
We can terminate this Agreement at any time:
- if we give you two months’ notice and refund the Available Balance to you without charge, or
- with immediate effect if you have breached this Agreement, or if we have reason to believe that you have used, or intend to use the Oode App in a grossly negligent manner or for fraudulent or other unlawful purposes or if we can no longer process your transactions due to the actions of third parties.
We can suspend or terminate your and Oode Account or Oode App at any time with immediate effect (and until your default has been remedied or the Agreement terminated) without any prior notice to you if:
- we discover any of the information that you have provided to us when applied for your Oode Account was incorrect; or
- we believe that this is necessary for security reasons; or
- we suspect or to prevent suspected unauthorised or fraudulent use of your Oode Account or App, or any security credentials related to Your Oode Account or App; or
- any legal obligations require us to do so; or
- you have breached this Agreement or we have reason to believe that you have used, or intend to use the Oode Account or the Oode App credentials in a grossly negligent manner or for fraudulent or other unlawful purposes or if we cannot process any transactions due to the actions of third parties.
In the event that we do suspend or terminate your Oode Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent the we are permitted by law). We may advise anyone involved in the transaction if a suspension has taken place.
In the event that any additional fees are found to have been incurred on your Oode Account following termination by either you or us, then subject to this Agreement, you shall refund to us any sum which relates to a withdrawal on the Oode Account or fees and/or charges validly applied whether before or after termination. We will send an invoice to you and will require you to refund us immediately. Should you not repay this amount immediately after receiving an invoice from us we reserve the right to take all steps necessary, including legal action, to recover any monies outstanding.
OUR LIABILITY
Subject to paragraph 16.2, our liability in connection with this Agreement (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
- we shall not be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to a failure of data processing systems;
- we shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
- where the Oode App is faulty due to our default, our liability shall be limited to replacement of the Oode App.
Nothing in this Agreement shall exclude or limit our liability for (i) death or personal injury resulting from our negligence or (ii) fraud or fraudulent misrepresentation or (iii) any other liability which may not be limited or excluded by law.
To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates, and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with this Agreement.
In the event of suspected or actual fraud or security threat to your Oode App or Oode Account, we will use SMS, telephone, post, email or another secure procedure to contact you. We may ask you to verify you identity for security purposes.
YOUR INFORMATION
You may provide us with your information from time to time in connection with your Oode Account. Some information will be necessary for us to provide you with the Oode Account and services under this Agreement. You must update any changes to your information via the Oode App.
We and our affiliates are committed to maintaining your information in accordance with the requirements of applicable data protection laws and will take all reasonable steps to ensure that your information is kept secure against unauthorised access, loss, disclosure or destruction. Except as required by law, or in accordance with this Agreement, your information will not be passed to anyone without your permission. We can at any time request evidence of identity from you and may use an ID verification agency or credit reference agency (whose names and addresses will be provided to you on request) both prior to and following issue of your Oode Account for this purpose and who will add details to your record of our request for a search.
You acknowledge that we can use your information in connection with your Oode Account, and to enable us to review, develop and improve our products and services. This may involve providing your information to our partners, affiliates, agents, distributors and suppliers to process transactions and for their statistical research and analytical purposes. We may also transfer your information outside of the EEA to enable you to use your Oode App while travelling or as permitted by law. We may also disclose your information as required by law, regulation or any competent authority or agency to investigate possible fraudulent, unlawful or unauthorised activity.
You may contact us at anytime to request us to stop such use or further disclosure to other companies for such use.
You have a right to inspect the information we hold about you. For further information, please refer to our privacy policy and you may contact Customer Services to exercise any of your rights.
If we discover that the information we hold about you is incorrect, we may have to suspend or cancel your Oode Account until we can establish the correct information, in order to protect us both.
If you allow or give consent to an Intermediary Payment Service Provider to access your Oode Account to provide their services to you, you should know that we have no control over how an Intermediary Payment Service Provider will use your information nor will we be liable for any loss of information after an Intermediary Payment Service Provider have access to your information.
You consent to us in using your information to provide payment services to you. If you withdraw this consent, we will stop providing payment services but may still use your data or information where we have lawful grounds to do so, for example because we need to retain records for regulatory purposes.
COMPLAINTS PROCEDURE
For Banking issues You should contact your Bank in the first instance. You can at any time also contact Oode (see below for contact details) or Token whose email address is support@token.io
Complaints regarding any element of the service provided by us can be sent to Customer Services via instant messaging through the Oode App or by e-mailing us at support@Oode.com or on the emergency line on +44 XXX XXX.
All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted to you.
If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.
GENERAL
Any delay or failure to exercise any right or remedy under this Agreement by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
If any provision of this Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
You may not assign or transfer any of your rights and/or benefits under this Agreement and you shall be the sole party to the contract between us. You will remain liable until all Oode Accounts issued to you are terminated and all sums due under this Agreement have been paid by you in full. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under this Agreement.
No third party who is not a party to this Agreement has a right to enforce any of the provisions in this Agreement.
This Agreement contains the information set out in Schedule 4 of the Payment Services Regulations 2017 and you can obtain a copy of this Agreement at any time by visiting the Oode App or the Website.
The Financial Services Compensation Scheme is not applicable for this Oode Account. No other compensation schemes exist to cover losses claimed in connection with your Oode Account.
From time to time updates to the Oode App may be issued through the Apple store. Depending on the update, you may not be able to use the Oode App until you have downloaded the latest version of the Oode App and accepted any new terms.
The terms of our Privacy Policy and Cookie Policy as applicable from time to time, available at www.Oode.com/privacy/ and www.Oode.com/cookies/ respectively are incorporated into this Agreement.
The Oode App or the Website may contain links to third-party websites (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content. You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them. We shall have no liability to you in connection with any Third-party Sites.
This Agreement is governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.
DEFINITIONS
Account Information Services - An online service which provides consolidated information on payment accounts held by you with one or more payment service providers, such as banks.
Account Information Services Provider - A third party payment service provider which is authorised by its Regulator to provide Account Information Services to you with your explicit consent and under a separate agreement which you have signed with them.
Agreement - This agreement as varied from time to time.
Available Balance - The value of funds available on your Koodaa Account to use.
BACS - A service enabling organisations to make payments to an Account which takes 3 Working Days for the funds to be cleared.
Bank Account Number - This is your unique personal third party Bank Account number.
Oode Account or Account - The electronic Oode Account associated with your sign up onto the Oode App.
Oode Account Details or Account Details - Any details related to your Oode Account, such as but not limited to, User Name and Oode Account Number.
Oode Account Holder or Account Holder - You entering into this Agreement.
Oode Account Limits or Account Limits - Maximum limits you can have in relation to the Account with regard to the number of Oode Accounts, such as Maximum Account Balance, and limits on transactions as referred in paragraph 2.
Oode App - A mobile app and/or online portal that allows you to have access to your Oode Account which is provided to you by Oode.
CHAPS - Clearing House Automated Payments System, bank-to-bank technology which enables same-day payments to be made within the UK, provided the payment instruction is received by the sending bank or organisation before certain time.
Contactless - A payment feature that provides Cardholders with a way to pay by tapping their debit or credit card on a point-of-sale terminal reader for transactions of up to £30 (as amended from time to time).
Customer Services - The team responsible for supporting queries relating to your Oode Account. Contact details for Customer Services can be found in paragraph 20.
Direct Debit - A service allowing a third party to collect pre-authorised funds from your Bank Account electronically on agreed dates, for example to pay bills.
EEA - The European Economic Area which currently includes all countries in the European Union together with Iceland, Norway and Liechtenstein.
e-money - The electronic money associated with your Oode Account.
Faster Payment - A service allowing you to make and receive electronic payments in the UK which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme.
Full Deductible Amount - The full transaction amount, including the transaction itself along with any associated fees, charges and taxes.
Intermediary Payment Services Provider - Includes Account Information Service Provider and/or Payment Initiation Services Provider.
Non-Limited Business - A sole trader incorporated in the UK.
Payment Details - The details you provide to enable funds to be received into your Oode Account or the details that you provide in order to send funds from your Oode Account.
Payment Initiation Services - An online service which accesses your Oode Account to initiate the transfer of funds on your behalf.
Payment Initiation Service Provider - A third party payment service provider which is authorised by its Regulator to provide Payment Initiation Services to you with your explicit consent and under a separate agreement which you have signed with them.
Payment Instruction - An instruction from you to make a payment from your Bank Account via the Oode App.
PIN - Your four digit personal identification number for use with your personal Bank Debit or Credit Card.
Quasi Cash - Transactions that includes, but not limited to, purchasing travellers cheque, lottery tickets, casino gaming chips, money orders, deposits and wire transfer money orders.
Regulator - FCA in the UK or another European financial services regulator.
Sort Code - The 6 digit number which identifies the Bank and Branch a card or account belongs too.
we, us, our - KDA or Oode acting on its behalf.
Website - https://oode.com
Working Day - Our working days are Monday to Friday but does not include bank or public holidays in England.
you, your - The Oode Account Holder.