Contents — 23 sections
- 1.Definitions
- 2.Who this agreement binds
- 3.What OverhaulOS is, and what it is not
- 4.Eligibility
- 5.Accounts, credentials and access
- 6.The Prepaid Balance
- 7.Holds, settlement and the Platform Fee
- 8.Stranded vehicles, and the one place the rule bends
- 9.Dispatch, bidding and acceptance
- 10.Cancellation and the Call-out Fee
- 11.Emergencies and the panic button
- 12.Verification, documents and compliance
- 13.Invoices, disputes and rulings
- 14.Withdrawals and set-off
- 15.Acceptable use
- 16.Intellectual property and confidentiality
- 17.Personal data
- 18.Suspension and termination
- 19.Liability
- 20.Indemnity
- 21.Matters outside our control
- 22.General
- 23.Changes, governing law and disputes
Written from the code, not from intent
Every factual claim in this document was checked against the live database or the function that implements it, not written from what the platform was meant to do. Where the software and the page disagreed, the page was the thing that got changed. Automated checks hold the parts that can rot — the platform fee, the cookie list and the outside services named here are read from the source, so this page cannot quietly go out of date.
1. Definitions
These words carry the meaning given here wherever they appear in this document. Where a defined word is used in the Privacy Policy, the Provider Agreement or any other document published at the same address, it carries the same meaning unless that document says otherwise.
- 1.1OverhaulOS, we and us mean the company that operates the Platform. You means the person reading this and, where that person is acting for a business, that business as well.
- 1.2Platform means the OverhaulOS web application, the field app for phones, and the interfaces and services behind them.
- 1.3Fleet means a transport business that holds a Prepaid Balance and whose vehicles are recovered through the Platform. Provider means an independent mechanic or workshop accepted onto the network. Branch means an OverhaulOS office responsible for a territory.
- 1.4Recovery means a breakdown job from the moment it is reported to the moment its invoice settles. Hold means an amount reserved against a Prepaid Balance for a particular Recovery. Ledger means the append-only record of every movement of money on the Platform.
- 1.5Platform Fee means the percentage of each settled invoice retained by OverhaulOS under clause 7. Call-out Fee means the amount set for a country and charged under clause 10. Alarm means an emergency raised from the panic button.
2. Who this agreement binds
This document is the agreement between you and OverhaulOS for your use of the Platform. It applies from the moment you first sign in and continues until your account is closed. Accepting it is recorded against your name, with the version and the language you read it in, and you can see that record on your settings page.
- 2.1Where you act for a Fleet, you confirm you are authorised to accept this agreement on its behalf, and the Fleet is bound by it.
- 2.2Providers accept a separate Provider Agreement covering the work itself. Where the two documents deal with the same subject, the Provider Agreement governs the relationship between OverhaulOS and that Provider.
- 2.3A Fleet's owner is responsible for the people they invite onto the Fleet's account and for what those people do with it.
3. What OverhaulOS is, and what it is not
OverhaulOS is a prepaid breakdown-recovery network. We connect transport companies with verified mechanics and workshops, coordinate Recoveries through a controller approval gate, and settle payment through a prepaid Ledger. OverhaulOS keeps a Platform Fee of 5% of each settled invoice and the Provider receives the balance.
- 3.1We are the Platform operator and not the repairer. Mechanics and workshops are independent businesses. They are responsible for the work they carry out, for their own licensing, insurance and tax, and for the condition in which they leave a vehicle.
- 3.2We are not an insurer. Nothing on the Platform is a policy of insurance, a warranty on a repair, or a promise that a vehicle will be recovered within any period.
- 3.3We are not an emergency service. The Alarm notifies people who may be able to help. It does not summon the police, an ambulance or a fire service, and it is not a substitute for calling them.
- 3.4We are not a bank. No money moves through the Platform. Funds reach us by bank transfer and leave by bank transfer; what the Platform holds is a record of those movements.
4. Eligibility
The Platform is for commercial use by businesses engaged in road transport and vehicle repair, and by the people who work for them. It is not offered to consumers.
- 4.1You must have legal capacity to enter into a contract and, where you act for a business, authority to bind it.
- 4.2Accounts are individual. Desk accounts are created by invitation from a Fleet owner or by OverhaulOS; Provider accounts follow an application and verification under clause 12.
- 4.3We may decline an application, and we may decline to open a country or a territory, without giving reasons.
5. Accounts, credentials and access
What you can see and do on the Platform follows from your role, and roles are enforced by the Platform rather than by convention. Keep your credentials to yourself: you are responsible for everything done under your account.
- 5.1Desk roles sign in with an email address and a password. Drivers and workshop technicians sign in on the field app with their phone number and a six-digit PIN.
- 5.2We never send you a sign-in code by text message. The Platform has no SMS provider and sends no messages to a phone. A message claiming to carry an OverhaulOS code did not come from us, and you should not act on it.
- 5.3Head-office seats carry a second factor from an authenticator application, with single-use recovery codes as the way back in if the device is lost. Recovery codes are shown once.
- 5.4Tell us without delay if you believe a password, PIN or recovery code is known to anyone else. Until you do, we are entitled to treat instructions given under your account as yours.
6. The Prepaid Balance
A Fleet funds a Prepaid Balance by bank transfer, and that balance is what makes a Recovery possible. Payments are recorded against the Fleet when they clear at the bank, not when they are instructed.
- 6.1Balances are held in the currency of the country the Fleet is registered in, and are not converted between countries.
- 6.2A Prepaid Balance is not a deposit, earns no interest, and is not held on trust. It is a record of credit available to spend on Recoveries.
- 6.3A Recovery will not be dispatched if the Prepaid Balance cannot cover it. That is what prepaid means. Clause 8 is the only exception.
- 6.4Where a country sets a monthly administration fee, it is taken from the Prepaid Balance and invoiced.
7. Holds, settlement and the Platform Fee
Money is committed to a Recovery in stages, and every stage is written to the Ledger as it happens.
- 7.1When a controller approves a job, the estimate is held against the Prepaid Balance. Where the job is put out to bidding, the winning amount is held instead of the estimate.
- 7.2The Recovery settles against the Provider's invoice once it is approved under clause 13. The Hold is released at settlement, whether the invoice is more or less than the amount held.
- 7.3OverhaulOS retains a Platform Fee of 5% of each settled invoice. The Provider receives the remainder. The fee is shown on the invoice and is not charged twice on the same amount.
- 7.4Every movement of money is written to an append-only Ledger that neither you nor we can edit afterwards. A correction is a new entry that references the one it corrects; nothing is deleted or overwritten.
8. Stranded vehicles, and the one place the rule bends
A prepaid rule that leaves a driver on a roadside at night is a rule that has failed. Where a vehicle is stranded and the Prepaid Balance will not cover the Recovery, a controller may ask a Branch manager for an override, and the Branch manager may grant one.
- 8.1A granted override is worth exactly one Recovery, and the amount remains owed by the Fleet.
- 8.2An override is not a credit facility and creates no entitlement to another. We may refuse one, and we may stop granting them to a Fleet whose arrears are not being cleared.
- 8.3Overrides are recorded against the Branch manager who granted them, with the reason given at the time.
9. Dispatch, bidding and acceptance
How a job reaches a Provider depends on how it was raised and on what the Fleet's controller chose. Both routes end the same way: a Provider accepts, and from that moment the job is theirs.
- 9.1On the open board, an approved job is offered to Providers in the Branch covering the vehicle's position, and the first to accept it takes it. A job that somebody else holds a first-refusal period on is not shown until that period ends.
- 9.2In bidding, Providers submit a price before the window closes. The Fleet chooses from the bids received, and the winning amount is held under clause 7.1.
- 9.3A solo mechanic may hold one live Recovery at a time. The Platform refuses a second, and that limit is enforced in the database rather than left to the interface.
- 9.4Acceptance does not create a contract between OverhaulOS and the Fleet for the repair itself. The repair is between the Fleet and the Provider.
10. Cancellation and the Call-out Fee
A Provider who has accepted a job has committed a vehicle, a technician and a stretch of the day to it, and cancellation after that point is not free.
- 10.1Where a job is cancelled after a Provider has accepted it, the Call-out Fee set for that country is charged to the Fleet, and the Provider receives it less the Platform Fee.
- 10.2No Call-out Fee arises where the job is cancelled before acceptance, or where the Provider cancels.
- 10.3Repeated cancellation after acceptance may lead to suspension under clause 18.
11. Emergencies and the panic button
The panic button always works. It is never blocked by an empty Prepaid Balance, by money owed, or by a suspended account, and we do not check any of those before raising an Alarm.
- 11.1When an Alarm is raised, the Fleet's controllers, owner and accounts desk, and the OverhaulOS Branch managers and head office, are notified. While the Alarm is open the field app reports the driver's position.
- 11.2Where a Branch has connected an external response provider, we send that provider the driver's identity, contact numbers, vehicle registration and position so that they can reach the driver. This is set out in full in section 4 of the Privacy Policy, and raising an Alarm means agreeing to it.
- 11.3Emergency response is best-effort. OverhaulOS coordinates and notifies. The people who attend are third parties, and we do not guarantee that anyone will attend, or how quickly.
- 11.4Raising an Alarm that you know to be false is a breach of this agreement and may be reported to the authorities.
12. Verification, documents and compliance
Providers and Fleets are verified before they can operate, and this is enforced by the Platform rather than stated as a policy: a mechanic or workshop cannot accept a job until every document their trade requires has been uploaded and approved.
- 12.1You may replace or withdraw a document you have uploaded at any time before it is approved. After approval only OverhaulOS can remove it, and the removal is recorded with a reason.
- 12.2You must keep documents current. A document that expires, including insurance, takes the Provider off the board until it is replaced.
- 12.3Documents are stored in a private bucket and are reachable only through short-lived links issued to people whose role permits it. They are not public URLs.
- 12.4Giving us a document you know to be false, expired or belonging to somebody else is a breach of this agreement and ends the relationship.
13. Invoices, disputes and rulings
A Provider submits an invoice against a completed Recovery. Approval is what releases the money, and who may approve depends on the seat.
- 13.1A Fleet's accounts desk or owner may approve an invoice or dispute it before approving. A controller may approve it up to the amount they authorised, and no further.
- 13.2OverhaulOS Branch managers and head office may approve a breakdown or an invoice on a Fleet's behalf where the Fleet cannot act. Every such action is recorded under the staff member's own name.
- 13.3Where an invoice is disputed, OverhaulOS arbitrates. Its ruling on release, refund or clawback is final within the Platform. That does not remove any right you have to pursue the matter elsewhere.
- 13.4We may withhold a disputed amount until the dispute is settled.
14. Withdrawals and set-off
A Fleet may ask for its Prepaid Balance back, paid by bank transfer to an account it names and holds. A Provider may withdraw amounts settled in their favour on the same basis.
- 14.1We do not pay out to an account in a different name from the one on the verified business, and we may ask for evidence before a first payment.
- 14.2A withdrawal is not paid while anything is still owed: an unapproved or disputed invoice, a Recovery still running, or unpaid administration fees, unless a Branch manager grants an override.
- 14.3We may set off against a withdrawal any amount you owe us under this agreement.
- 14.4Payment instructions are released by one seat and paid by another. Neither acting alone completes a payment.
15. Acceptable use
The Platform exists so that a breakdown is answered quickly and paid for cleanly. These are the things that break it.
- 15.1Do not arrange or settle a Recovery off the Platform in order to avoid the Platform Fee, having found the other party through it.
- 15.2Do not share credentials, use another person's account, or hold a seat you are no longer entitled to.
- 15.3Do not submit an invoice for work not done, or a photograph that does not show the vehicle and the work it is offered as evidence of.
- 15.4Do not attempt to read data belonging to another Fleet, Provider or Branch, scrape the Platform, or interfere with its operation. Access controls are tested, and attempts are logged.
16. Intellectual property and confidentiality
The Platform, its software, its interfaces and the OverhaulOS name and marks belong to us or to our licensors. Nothing in this agreement transfers any of it to you.
- 16.1You are granted a non-exclusive, non-transferable right to use the Platform for the purposes described here, for as long as your account is open.
- 16.2Content you upload remains yours. You grant us the right to store it, show it to the people the Platform's roles permit, and use it to operate and improve the service.
- 16.3Pricing, bid amounts, Fleet details and the identity of other users are confidential. Do not disclose them outside your own business except where the law requires it.
17. Personal data
How we handle personal data is set out in the Privacy Policy, which forms part of this agreement. The short version is that a Recovery is coordinated by sharing exactly as much as the people answering it need, and no more.
- 17.1Where you give us somebody else's details, including a driver, a referee or an emergency contact, you confirm you may do so and that they know.
- 17.2Where you are a Fleet, you and OverhaulOS each determine the purposes for which your drivers' data is processed, and each of us is responsible for our own handling of it.
18. Suspension and termination
We may suspend or close an account that breaches this agreement, where verification turns out to be false, or where we are required to by law or by a regulator.
- 18.1Where circumstances allow, we tell you first and give you a chance to put the matter right. Where they do not, we tell you as soon as we can afterwards.
- 18.2Suspension does not disable the panic button.
- 18.3You may close your account from your settings page. We remove your profile and your documents.
- 18.4We cannot remove your entries from the Ledger, because it is append-only and deleting them would falsify the record of money that genuinely moved. If you are owed money, or hold work that is not finished, settle that first: closing an account cancels neither.
19. Liability
OverhaulOS does not perform repairs, towing or armed response, and the limits below reflect that. Nothing in this clause limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited under the law that applies to you.
- 19.1To the extent permitted by the law that applies to you, we are not liable for the acts or omissions of independent mechanics, workshops or emergency responders.
- 19.2We are not liable for damage to a vehicle or its cargo, for the quality of a repair, or for indirect or consequential loss, including loss of profit, loss of contract, or loss arising from delay.
- 19.3Where we are liable, our total liability in any twelve-month period is limited to the greater of the Platform Fees we retained from you in that period and the equivalent of one thousand United States dollars in your currency.
- 19.4A claim must be brought within twelve months of the event it arises from.
20. Indemnity
You will indemnify OverhaulOS against loss, cost and reasonable legal expense arising from your breach of this agreement, from your use of the Platform in a way it does not permit, or from a claim by a third party that work you carried out or commissioned caused them loss.
- 20.1We will tell you promptly of any claim we intend to pass on, and will not settle it without asking you first.
21. Matters outside our control
Neither party is in breach of this agreement for a failure caused by something outside its reasonable control, including a failure of power, connectivity or a payment network, industrial action, civil unrest, severe weather, or an act of government.
- 21.1Where such an event prevents performance for more than thirty days, either party may end this agreement by notice, without liability for the failure itself.
- 21.2This clause does not excuse a failure to pay money that is already due.
22. General
The ordinary machinery of a contract, which rarely matters until it does.
- 22.1Notices. We give notice through the Platform and, where we hold one, by email. You give notice to the address published on our support page. A notice is treated as received on the next working day.
- 22.2Assignment. You may not transfer your rights under this agreement without our written consent. We may transfer ours to a company that takes over the business, on notice to you.
- 22.3Severability and waiver. If a clause is unenforceable the rest stands. If we do not enforce a right immediately, we do not lose it.
- 22.4Entire agreement, and no partnership. This document, the Privacy Policy and any document it refers to are the whole of what is agreed between us. Nothing here makes either of us the other's partner, agent or employee.
- 22.5Survival. Clauses 7.4, 13, 14, 16, 19, 20 and 22 continue after an account is closed.
23. Changes, governing law and disputes
We may update these terms. Material changes are notified in the app and recorded as a new version, rather than made by a silent edit to this page. Continuing to use the Platform after a change means accepting it.
- 23.1OverhaulOS is established in the Republic of Namibia, so these terms are governed by Namibian law and the Namibian courts have jurisdiction.
- 23.2That does not take away rights you hold under the law of the country you use OverhaulOS in. Where that law gives you protections that cannot be contracted out of, they apply to you, and you may bring a claim in your own courts wherever it allows it.
- 23.3Before going to court, raise the matter with us through the support page and give us thirty days to answer. This does not prevent either of us from seeking urgent relief at any time.
Privacy Policy · Cookie Policy · Provider Agreement · Platform & Service Rules · Payment & Refund Policy · Help & support