Independent subcontractor agreement · plain-English summary · DRAFT for attorney review
Expert subcontractor terms
This summarizes the subcontractor agreement between you and Three O Five LLC d/b/a Over The Road SI ("OTRSI") that you e-sign during vetting. If the two ever differ, the signed agreement controls. Not legal advice.
1 · Relationship
- OTRSI sells each hands-on job to its customer as OTRSI's own service, at OTRSI's price, under OTRSI's terms and refund policy. OTRSI then hires you as an independent subcontractor to perform the work. The customer contracts only with OTRSI.
- You're not an employee. You choose which jobs to accept, when you work within the agreed window, and how you do the work. You use your own tools and can work for anyone else.
- You can't bind OTRSI to anything, and you don't represent yourself as its employee.
2 · Your rate and OTRSI's margin
- You set your own hourly rate. It's the rate on your application, or a new rate you send us in writing. A new rate applies to offers made after we receive it.
- When OTRSI quotes the client, it adds its margin on top of your rate. The margin never comes out of your rate.
- For each job, OTRSI pays you your rate for the hours in the agreed scope, plus any agreed trip charge in full.
- Jobs are fixed-scope and fixed-price. The customer pays in full before you see the offer, and you can turn down any job. The rate for a job is fixed when you accept it.
- OTRSI pays all card processing, bank transfer and dispute fees. Your pay isn't reduced by them.
3 · Payment-first, and when you get paid
- No job offer reaches you until the customer has paid OTRSI the full price and the payment has succeeded. You never work on credit.
- Your pay is released when the customer confirms completion, or 72 hours after you mark the job complete if the customer hasn't reported a problem.
- OTRSI pays you by direct deposit (ACH) through its contractor-payroll or bill-pay provider. OTRSI aims to send each released payment within 2 business days.
- Extra work needs a written change order that the customer pays OTRSI upfront. Don't do unpaid extra work. It won't be paid.
4 · Customer problems and refunds
- Customer disputes and refunds are OTRSI's decision under its customer Refund Policy. If the customer reports a problem within the 72 h window, your pay stays on hold. You get 1 business day to finish within scope at no extra charge. Then OTRSI decides from the written record within 2 business days: job complete, partial refund, or full refund.
- A refund before payout reduces your pay for that job only by your proportional share. Refunds and card chargebacks after a payout are covered in section 5.
DRAFT · pending attorney review · not legal advice
5 · Holdback, refunds and chargebacks
- Holdback. When a job is confirmed (or auto-confirmed 72 hours after you mark it complete), 90% of your pay is sent right away and 10% is held back. The holdback is released to you automatically 60 days after the customer's payment if there has been no refund or chargeback on that payment.
- Refunds and chargebacks after payout. If the customer's payment for a job is refunded or charged back (including a card dispute filed after your payout), your share of the refunded or disputed amount is recovered: first from that job's unreleased holdback, then by netting against your future payouts and holdbacks. A partial refund recovers only your proportional share.
- Netting. Any amount not covered by the holdback is recorded as a balance you owe and is netted against your future payouts and holdbacks until it's repaid. If you stop taking jobs while you owe a balance, OTRSI may invoice you for it. Every adjustment is emailed to you and shown in your payout history.
- Chargebacks we win. If a chargeback is decided in OTRSI's favor, anything recovered for it is put back: the holdback is restored and released, netted amounts are paid back to you, and any balance it created is cleared.
- What doesn't change. Your rate and OTRSI's margin (section 2) are the same with or without a holdback. OTRSI still pays card processing and dispute fees; those are never charged to you. Only your share of money the customer actually got back is recovered.
6 · Security and conduct
- Access only through a session the customer starts or a temporary account they create. Never ask for, accept, or store passwords.
- Don't copy customer data. Delete anything you received when the job ends. Report suspected incidents to OTRSI within 24 hours.
- Post written updates, and a change log when you finish.
7 · Non-solicitation and conflicts
- For 12 months after your last job for an OTRSI customer, don't take paid work from that customer directly, and don't ask them to pay you directly.
- Disclose your current employer. You won't be offered jobs from its customers or trading partners.
- We don't onboard anyone we first met through Upwork or Field Nation; their terms keep those relationships on Upwork and Field Nation.
8 · Taxes, insurance, liability
- Before your first payout you give OTRSI a W-9 and your direct-deposit details through its contractor-payroll provider. OTRSI files a 1099-NEC if it pays you $2,000+ in a calendar year (2026 threshold).
- You're responsible for your own taxes and insurance. E&O insurance is required for on-site jobs.
- You're responsible for losses caused by your own negligence or misconduct on a job.