OAS Terms of Service

1.1 These Terms form a legally binding agreement between [Supplier legal name] (we, us or OAS) and the business identified in the applicable Order Form or account invitation (Customer).

1.2 OAS is supplied only for business purposes. The Customer confirms that it is acting wholly or mainly in the course of a business, trade or profession and is not contracting as a consumer.

1.3 The individual accepting these Terms for the Customer confirms that they have authority to bind it. Each other Authorised User personally agrees to comply with the provisions expressly applying to Authorised Users, but does not become responsible for the Customer's subscription fees solely by using OAS.

1.4 If the Customer does not agree to these Terms, it must not access or use OAS.

Authorised User means an employee, worker, officer, contractor, driver, transport manager, operator representative or other person whom the Customer authorises to use OAS.

Customer Data means information, records, documents, images, signatures and other material entered into, uploaded to, generated through or supplied for OAS by or for the Customer or an Authorised User.

Documentation means the user guidance and service descriptions that we make available for OAS.

Order Form means a quotation, proposal, service schedule or other written order that identifies the Customer and the OAS services it purchases.

Services means the hosted OAS platform, its applicable modules and any related support or professional services stated in an Order Form.

3.1 Each Order Form may specify service scope, fees, usage allowances, an initial term, renewal, support and other agreed commercial details.

3.2 If documents conflict, a data processing agreement prevails for personal-data processing, an expressly agreed Order Form prevails for service and commercial details, and these Terms prevail for all other matters. A Customer purchase order does not amend the agreement unless we expressly agree to that amendment in writing.

4.1 Subject to payment and compliance with the agreement, we grant the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the subscription term to permit its Authorised Users to use the Services for the Customer's internal business operations and authorised work for client operators.

4.2 Access is limited to the accounts, operators, vehicles, drivers, modules and usage allowances agreed in the Order Form or configured by us. Rights not expressly granted are reserved.

4.3 The Customer must not provide OAS as a bureau, resale or competing service unless an Order Form expressly permits this.

5.1 The Customer controls which Authorised Users can access its workspace and is responsible for assigning appropriate roles and operator scopes, reviewing access regularly and removing access promptly when no longer required.

5.2 Each Authorised User must provide accurate account information, keep credentials confidential, use a unique account, protect authentication devices and notify the Customer and us promptly of suspected unauthorised access.

5.3 The Customer is responsible for activity carried out through its accounts except to the extent caused by our breach of the agreement. Credentials must not be shared, transferred or used to circumvent access or usage controls.

6.1 The Customer and each Authorised User must use OAS lawfully, in accordance with the Documentation and only within their authority.

6.2 They must not:

• upload unlawful, malicious, defamatory, infringing or misleading material;
• access another customer, operator or person's records without authority;
• probe, bypass or interfere with security, access controls, service limits or availability;
• introduce malware, scrape or bulk-extract data except through an authorised export, or reverse engineer OAS except where applicable law cannot exclude that right;
• use OAS to harass, unlawfully monitor or make unlawfully discriminatory decisions about a person; or
• place special-category or criminal-offence data in free-text fields or uploads unless the feature is intended for it and the Customer has documented authority and safeguards.

7.1 The Customer remains responsible for its transport operations and for ensuring that operators, transport managers, drivers, maintenance providers and other responsible persons perform their legal and professional duties.

7.2 This includes responsibility for operator licensing, continuous and effective management, roadworthiness, inspections, preventative maintenance, defect reporting and rectification, vehicle taxation and insurance, driver licensing and supervision, drivers' hours and tachograph compliance, safe loading, record retention and responding to regulators.

7.3 The Customer must configure schedules and rules correctly, keep Customer Data accurate and current, review alerts and records in sufficient time, and maintain contingency arrangements for staff absence, internet failure and service unavailability.

7.4 A consultant, external transport manager or multi-operator Customer warrants that it has current authority from each operator whose records it places in OAS and will respect the confidentiality and access boundaries applying to each operator.

7.5 The Customer must retain or export records required by law and must not rely on continued OAS access as its only statutory retention arrangement.

8.1 OAS is a recordkeeping, workflow, reminder, document and electronic-signature tool. Unless an Order Form expressly states otherwise, neither OAS nor its outputs constitute legal, regulatory, transport-management, engineering, mechanical, employment, insurance, tax or other professional advice.

8.2 OAS is not DVLA, DVSA, the Office of the Traffic Commissioner or another public authority. Data obtained from a third party, reminders, status labels, calculated dates, extracted document fields and reports may be delayed, incomplete or incorrect.

8.3 OCR, document extraction, matching, alerts and calculated compliance suggestions are aids only. The Customer must check them against original documents, physical inspections, official sources and the judgement of competent persons before acting.

8.4 A green, complete, signed or similar status in OAS does not certify roadworthiness, legal compliance or suitability for service. No software system can replace appropriate inspection, supervision, maintenance or management.

9.1 As between the parties, the Customer retains its rights in Customer Data. The Customer grants us a non-exclusive, worldwide and royalty-free licence during the agreement, and during the exit and backup periods in clause 17, to host, copy, organise, secure, transmit, display, convert, back up and otherwise process Customer Data only as reasonably necessary to provide, protect, support and administer the Services and comply with law.

9.2 The Customer warrants that it and its Authorised Users have all rights, authority, notices and lawful grounds necessary for Customer Data and our processing of it under the agreement.

9.3 Tokenised document-sharing and request links may allow a recipient to access or submit material without an OAS login. The sender must verify recipients, use the link only for authorised purposes and protect it as confidential. We may impose expiry and security controls.

10.1 Each party must comply with applicable UK data-protection and privacy law, including the UK GDPR and Data Protection Act 2018 as amended.

10.2 The Customer will ordinarily act as controller and we as processor for personal data contained in Customer Data. We act as an independent controller for account administration, contracting, billing, security, fraud prevention, legal compliance and our own business communications as described in our Privacy Notice ([Privacy Notice URL]).

10.3 Where we act as processor, the Data Processing Agreement ([Data Processing Agreement URL]) forms part of the agreement and governs that processing.

10.4 The Customer is responsible for identifying and documenting the applicable Article 6 lawful basis and, where relevant, an Article 9 condition or Data Protection Act 2018 Schedule 1 condition. This is particularly important for health-related information, right-to-work material, licence endorsements, penalty points, disqualifications, infringements or alleged offences.

10.5 The Customer must give drivers, workers and other individuals clear and timely privacy information, including information about monitoring, recipients, retention and their rights. Acceptance of these Terms is not consent by a driver or worker to every use of their personal data.

11.1 We may use vetted hosting, storage, database, email, support, security, payment and other service providers to operate OAS, subject to the Data Processing Agreement where they process Customer personal data for us.

11.2 We may transmit identifiable Customer Data to an integration or recipient when the Customer or an Authorised User with appropriate permission directs, enables or initiates that transmission. The Customer is responsible for confirming its authority and reviewing the recipient's terms and privacy information.

11.3 We may create and use statistics and aggregated information for security, capacity planning, benchmarking, product improvement and partner insights only where the information has been anonymised so that neither an individual nor the Customer is reasonably identifiable. Pseudonymisation, hashing or removal of a name alone is not anonymisation where re-identification remains reasonably possible.

11.4 We will not provide identifiable or linkable Customer Data to a partner for the partner's independent service unless the service has specific activation terms, the parties' controller and processor roles are allocated, required agreements and safeguards are in place, and affected people receive appropriate information and any legally required choice before activation.

11.5 We will not sell or license identifiable driver personal data solely for advertising or data-broker activity.

12.1 Each party must protect the other's non-public business, technical and commercial information using at least reasonable care, use it only to perform or receive the Services, and disclose it only to people who need it and are bound by confidentiality obligations.

12.2 Confidential information excludes information that is lawfully public, already known without restriction, independently developed or lawfully received from another source. A party may disclose information where legally required after giving advance notice where lawful and reasonably practicable.

13.1 We and our licensors retain all rights in OAS, the Documentation, service designs, software, templates and improvements, excluding Customer Data and Customer branding.

13.2 If the Customer provides suggestions or feedback, it grants us a perpetual, worldwide, royalty-free right to use it without identifying the Customer or disclosing its confidential information.

13.3 The Customer will indemnify us against third-party claims and reasonable resulting costs to the extent caused by Customer Data infringing that third party's rights or the Customer's unlawful use of OAS, except to the extent caused by our breach or negligence.

14.1 The Customer must pay the fees in each Order Form. Unless stated otherwise, fees are in pounds sterling, exclude VAT and are non-cancellable and non-refundable except where the agreement expressly provides otherwise.

14.2 If an Order Form does not state a payment date, a valid invoice is due within 14 days. The Customer must raise a good-faith invoice dispute promptly and pay undisputed amounts on time.

14.3 We may charge statutory interest and recovery costs on overdue amounts. We may suspend for non-payment only after written notice and a reasonable opportunity to pay, except where urgent action is necessary to prevent fraud, security harm or illegality.

14.4 Price changes apply only as stated in an Order Form, agreed in writing or notified for a subsequent renewal period.

15.1 We will use reasonable endeavours to make OAS available and provide the support stated in the Order Form. Unless expressly agreed, there is no guaranteed uptime percentage, response time or service-credit remedy.

15.2 OAS may be unavailable for planned or emergency maintenance, security work, upgrades, third-party failure, internet or telecommunications failure, or circumstances outside our reasonable control. We will give reasonable notice of planned material maintenance where practicable.

15.3 We may improve or change OAS provided that we do not materially reduce the core paid functionality during a committed term without a reasonable substitute or remedy.

16.1 The agreement begins when the Customer accepts these Terms or an Order Form, whichever occurs first, and continues for the term and renewals stated in the Order Form.

16.2 Either party may terminate for a material breach that the other party does not remedy within 30 days after written notice, or immediately if the breach cannot be remedied or the other party becomes insolvent.

16.3 We may suspend affected access where reasonably necessary for overdue payment after notice, a material security threat, suspected unlawful use, breach of clause 6 or to comply with law. Where practicable, suspension will be limited in scope and we will explain what is required to restore access.

16.4 Convenience termination and non-renewal rights are as stated in the Order Form.

17.1 Following termination, and subject to payment of undisputed fees, we will provide up to 30 days of read-only or reasonable support-assisted access for the Customer to export available Customer Data.

17.2 We will delete Customer Data from production systems within 90 days after termination, unless law, a dispute, a legal hold or the Customer's written instruction requires longer retention. Residual encrypted backup copies will expire through our documented backup cycle and will not be restored except for disaster recovery or legal necessity.

17.3 The Customer is responsible for completing exports before the access period ends and for retaining records needed for operator-licence, employment, tax, insurance or other legal purposes.

18.1 We warrant that we will provide the Services with reasonable care and skill and substantially as described in the applicable Order Form and Documentation.

18.2 The Customer's remedy for a breach of clause 18.1 is re-performance or correction where reasonably possible or, if we cannot provide that remedy within a reasonable period, termination of the affected Service and a pro-rata refund of prepaid fees for the unused affected period.

18.3 Subject to clause 19.1, we do not warrant uninterrupted or error-free operation, that all third-party or Customer Data is accurate, or that use of OAS will itself achieve regulatory compliance, prevent enforcement action or make a vehicle roadworthy.

19.1 Nothing in the agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a liability that applicable law does not permit to be limited, or the Customer's obligation to pay valid fees.

19.2 Subject to clause 19.1, neither party is liable for indirect or consequential loss or for loss of profit, revenue, anticipated savings, goodwill or business opportunity.

19.3 Subject to clauses 19.1 and 19.2, each party's total aggregate liability arising out of or in connection with the agreement in any rolling 12-month period is limited to the fees paid or payable by the Customer for the Services during the 12 months immediately preceding the first event giving rise to liability.

19.4 The parties intend these limitations to allocate business risk reasonably, taking account of the fees and the Customer's ability to maintain operational checks, exports, insurance and contingency arrangements. All limitations remain subject to the Unfair Contract Terms Act 1977 and other applicable law.

20.1 Neither party is liable for delay caused by circumstances outside its reasonable control, provided it takes reasonable steps to mitigate the effect.

20.2 The Customer may not assign the agreement without our prior written consent, not to be unreasonably withheld. We may assign it as part of a bona fide reorganisation, financing or sale of the relevant business, provided this does not materially reduce the Customer's rights.

20.3 We may subcontract performance but remain responsible for our obligations under the agreement.

20.4 Notices must be sent to the contacts in the Order Form or, for notices to us, to [Support/legal email]. Email notices are received on the next Business Day after sending unless a delivery failure is received.

20.5 We may update these Terms for law, security, service development or business reasons. We will give reasonable advance notice of a material adverse change and require renewed acceptance where appropriate. A change does not retrospectively alter accrued rights.

20.6 The agreement is the entire agreement about its subject matter and replaces prior proposals or statements, without excluding liability for fraud. Failure to enforce a right is not a waiver. If a provision is invalid, it will be adjusted or removed only to the minimum extent necessary.

20.7 Except for an Authorised User's enforceable personal rights and obligations expressly stated in these Terms, a person who is not a party has no right to enforce the agreement under the Contracts (Rights of Third Parties) Act 1999.

20.8 Clauses which by their nature should continue after termination survive, including confidentiality, intellectual property, payment, data exit, liability and general provisions.

20.9 The agreement and any non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.