# ODO Vehicles — Terms of Service + Deed of Absolute Sale **For counsel review** **Not legal advice.** Draft for Helium Marketing Corporation / OwnerDirect.online (ODO). **Version:** 2026-09-05 **Effective date:** 5 September 2026 **Office:** Tandoc, beside Helium Fuels · 0936 411 5239 **Launch:** 6 October 2026 · **Prelaunch:** 26 September 2026 **Contact:** legal@ownerdirect.ph · support@ownerdirect.ph Please review especially: seller bind at DoS; retrieve after DP; no HPG after DoS = class-DP damages (fake papers, go-direct, or walk-away); liquidated damages = published facilitation DP (not a percent of price). --- ## Please advise on 1. Is “seller cannot terminate after the closed DoS” enforceable under Philippine law if the seller later refuses to produce HPG clearance? 2. Is liquidated damages equal to the published facilitation DP (₱5,000 / ₱15,000 / ₱20,000 / ₱30,000 by class) a reasonable pre-estimate of ODO’s loss on sideline / misrepresentation? 3. May ODO keep the ₱1,500 DoS facilitation fee as security when the buyer DP is refunded? 4. After DP, may ODO refuse retrieve unless the seller pays the damages (the class facilitation DP)? 5. Is the written-evidence list for sideline enough, or should we require something else? 6. Should the DoS sample language sit in the notarized instrument, an annex, or only the TOS / ODO-V-01? --- ## A. Locked money (for the pack) | Item | Who pays | Amount | When | |------|----------|--------|------| | Facilitation DP | Buyer | Motorcycle · tricycle ₱5,000 · car ₱15,000 · SUV · pickup ₱20,000 · commercial · luxury ₱30,000 | At Tandoc office, with the closed DoS | | DoS facilitation fee | Seller | ₱1,500 | Same visit. ODO security if seller fails HPG clearance | | No HPG after DoS (fake papers, go-direct, or walk-away) | Seller | Buyer DP **refunded**. Seller pays **damages = class DP**. ₱1,500 **stays**. Same money for all three. | Within 1–2 days of DP, no clearance | | After DP, retrieve | Seller | Cannot retrieve unless they **pay the damages** (the class facilitation DP) to ODO | Change of mind is enough **only before DP** | ODO does not take a percent of the selling price. ODO is not escrow. ODO does not handle LTO. --- ## B. Terms of Service (Vehicles public door) **Helium Marketing Corporation (HMC), Philippines.** HMC never owns the vehicles, never takes inventory, and does not buy or sell as principal. This door is Vehicles only. Property and RideVerified are separate. ODO is a verification and facilitation platform — not a commission broker, not HPG, not LTO, not a bank, and not an escrow custodian. ODO does not hold the purchase price as escrow. ODO does not give legal opinions on ownership. ### 1. What ODO is Accountabilities: - **Seller** — papers and the right to sell. Park at Tandoc: 10 four-wheels and 20 motorcycles park 2 weeks free; stay longer ₱1,000/week 4 wheels · ₱500/week motorcycle. Paying customers have priority. Submit the unit at least one day before a booked viewing. Sign admission and retrieval. Remove valuables. Sign a closed DoS with the buyer name filled when the buyer pays DP. - **Buyer** — ID-verified. Valid ID at Tandoc. Viewing is free. Inspect at the hosted viewing. After DP, pay the remaining price in 3 to 5 days or the DP is forfeited to ODO. If the seller cannot produce HPG, the DP is refunded. If a seller comes to your address, do not pay — call 0936 411 5239. Accept the unit and papers as-is. - **ODO** — host the viewing. Collect only published fees. Approve a booked viewing only after the unit is admitted at least one day before. Keep signed admission / retrieval. Pay the seller the same day as full payment (net), before docs. Refer LTO after purchase — do not handle it. - **Helium Tandoc** — garage for units on the lot. Insurance is the vehicle only — not valuables left inside. - **PNP-HPG** — NAC. Issue, records, and errors stay with HPG. - **LTO** — transfer of ownership after purchase. Government process. Not ODO. By creating an account, listing, poking, paying a fee, or otherwise using ODO, you accept these Terms in full. ### 2. Acceptance You must be at least 18 and have legal capacity under Philippine law. Information must be accurate. Company actors warrant authority. You have read these Terms and the Privacy Policy. ODO may refuse service. ### 3. Seller terms You may list only as the titled owner, or under a valid SPA (including spouse) with credential verification. SPA must be labeled SPA. You may not list as a commission agent. List free. Completeness of documents (valid ID, OR/CR, name on OR/CR, SPA if SPA) and a matching card (OR/CR matches valid ID) gate the public list. Floor and ceiling stay private. ODO’s published offer stays inside that band. No owner number. Buyer and seller stay anonymous. Price taps only after a physical viewing — Agree or Not, 3 taps. First cash DP at the office gets the unit. The same process is carried in the app and at the Tandoc site. Telegram is backup only if the app breaks, and only until the system goes back — values only, two threads, never a group. When they Agree, that price is stamped on the ODO deal. Encumbered, mortgaged, rebuilt, surplus, or CR-mismatch units cannot list. Authenticity of papers is the seller’s. ODO does not certify authenticity. Forged, altered, or stolen papers, or a unit you are not authorized to sell, are grounds for removal, fee forfeiture, and referral to authorities. Original OR, CR, and valid ID are cross-checked at admission. A booked viewing is approved only if the unit is admitted at least one calendar day before. Viewing Mon–Fri 8:30am–4:30pm, 30-minute slots, break 12:00–1:00. No Sat/Sun. Viewing is free. **Retrieve.** If you retrieve before DP, the slot is revoked; unused days are not refunded. Change of mind is enough only before DP. **Retrieve after DP (lock).** Before DP the seller may retrieve if they change their mind — ODO-V-04, slot void, unused days not refunded. After a facilitation DP is on file, the seller cannot retrieve the unit unless they pay the damages — the published facilitation DP for that class. Change of mind is not enough. ODO then refunds the buyer. The ₱1,500 DoS facilitation fee stays. After DP the unit stays at Tandoc until full pay and handover, or until those damages are paid and the buyer is refunded. At DP the buyer and seller sign a closed notarized Deed of Absolute Sale (buyer name filled). Seller pays the ₱1,500 DoS facilitation fee. **Seller bind at DoS (lock).** Upon signing the closed DoS (and in these Terms), the seller cannot terminate the deal because they changed their mind. The seller is bound that the unit and the papers are authentic and that no misrepresentation was made. Seller negligence, misrepresentation, or a false paper: ODO refunds the buyer facilitation DP, and the seller owes ODO damages equal to that same published facilitation DP for the class (motorcycle · tricycle ₱5,000 · car ₱15,000 · SUV · pickup ₱20,000 · commercial · luxury ₱30,000). The ₱1,500 DoS facilitation fee stays. After DP the unit stays on the lot unless the seller pays that DP. This is not a percent of price. HPG Motor Vehicle Clearance (not the listing NAC) is due within 1 to 2 days of DP. If the seller cannot produce it after DoS (fake papers, go-direct, or walk-away): buyer DP refunded; seller pays damages equal to the class DP; ₱1,500 stays. **Sideline (lock).** Sideline means the seller uses the buyer’s name or address from the DoS, withholds HPG to close outside ODO, retrieves after DP to deliver to the buyer, or collects the balance off-app. That is one of the three reasons a seller cannot produce HPG after DoS. Same money as fake papers or a walk-away: buyer DP refunded; seller pays damages equal to the class facilitation DP; ₱1,500 stays. ODO may pull the listing and refuse a new list until those damages are paid. When clearance and papers are on file, ODO calls the buyer. Remaining balance in 3 to 5 days of that call, at the office. Buyer walk after papers ready → DP forfeited to ODO. Seller paid the same day as full pay (net = price − facilitation). ODO keeps a copy of the receipt. Helium Tandoc is the garage. Cover is the vehicle only. LTO is referral after purchase — ODO does not handle it. ### 4. Buyer terms Browse, poke, book, and viewing are free. ID-verified. Valid government ID at Tandoc. Same viewing hours. Optional test drive ₱500 (credited into DP if they proceed on that unit). Facilitation DP by class (₱5,000 / ₱15,000 / ₱20,000 / ₱30,000), deducted from price, office cash. Sign the closed DoS at that payment. **Buyer DP risk (lock).** As part of our trust layer: No HPG clearance, no full payment. Buyer DP is refunded. If the seller cannot provide HPG Motor Vehicle Clearance within 1 to 2 days of DP, there is no full-pay call, the DP is refunded, and the seller pays ODO damages equal to that same class DP (fake papers, go-direct, or walk-away — same money). The ₱1,500 DoS facilitation fee stays. The buyer loses that DP only if they do not pursue full payment after HPG clearance and the other papers are on file. Viewing is free. Optional test-drive ₱500 and as-is handover are separate — this lock is the DP only. **Buyer full payment (lock).** As part of our trust layer: No HPG clearance, no full payment. DP is refunded. HPG Motor Vehicle Clearance (the transfer paper — not the listing NAC) requires a closed notarized DoS. The buyer signs that DoS when they pay facilitation DP. The seller signs the same deed (buyer name filled) and pays the ₱1,500 DoS facilitation fee. The seller must provide HPG clearance within 1 to 2 days of that DP. If the seller cannot provide it, ODO does not call for full payment, the DP is refunded to the buyer, and the seller pays damages equal to that class DP. The DoS facilitation fee stays. When clearance and the other papers are on file, ODO calls the buyer for full payment. The buyer then pays the remaining selling price in full, in person at the Tandoc office, within 3 to 5 days of that call. If the buyer does not pursue that payment after those documents including HPG clearance are provided, the DP is forfeited in favor of ODO. **House visit / off-app pay (lock).** If a seller comes to your address after DoS, or asks you to pay outside Tandoc, do not pay. Call 0936 411 5239. That is sideline. ODO still refunds your facilitation DP. Report it at the office or support@ownerdirect.ph. The unit is not released until full payment is recorded. As-is. No warranty. ODO does not handle LTO. ### 5. ODO role and liability ODO operates the listing, poke, viewing, and mediated close. Collects published fees. Does not own the vehicle, does not hold purchase money in escrow, does not put parties in direct contact, does not take a percent of price, does not warrant HPG/LTO results or condition after handover. Liability cap: to the maximum extent permitted by Philippine law, total liability shall not exceed the total fees you paid to ODO in the 12 months immediately before the claim. Not excluded: ODO’s own fraud, willful misconduct, or death or personal injury caused by ODO’s negligence. Statutory rights under the Philippine Consumer Act (RA 7394) that cannot be waived remain. ### 6. Fee schedule Seller: list free; parking as above; **DoS facilitation fee ₱1,500** at DP; no seller success percentage; no HPG after DoS = damages equal to class DP. Buyer: viewing free; test drive ₱500 optional; facilitation DP by class; remaining price at the office after ODO calls. All payments in person at Tandoc · 0936 411 5239. No personal e-wallet. ### 7. NAC and HPG NAC = HPG No Alarm Certificate, optional listing shield. Viewing does not require NAC. Buyer may require NAC before DP. HPG Motor Vehicle Clearance is a later government step and needs the signed DoS. ### 8. Close order 1. Free list. 2. Book 30-min slot. 3. Admit unit a day before. 4. Viewing free. 5. ODO hosts. 6. First DP at office. 7. Closed DoS + seller ₱1,500 DoS facilitation fee. 8. HPG 1–2 days or seller damages = class DP if no clearance. 9. ODO calls; buyer pays 3–5 days. 10. Seller paid same day (net). 11. Handover as-is. 12. LTO referral after purchase. **Sideline evidence (lock).** No HPG after DoS already triggers class-DP damages — ODO does not wait to prove which of the three it is. A written office record is only for referral when we also stamp go-direct or fake papers. The closed DoS with the buyer’s name is required for HPG — that paper alone is not evidence of go-direct. ODO does not track phones or follow people. ### 9. Display at Helium Tandoc Garage / shop owner responsibility. Insurance: vehicle only. Valuables not covered. ### 10. Prohibited conduct No forged papers. No listing a unit you cannot sell. No hiding mortgage. No off-app contact to skip fees (sideline). No pay except at the office. Violations: suspend, remove listing, forfeit fees, refer to PNP-HPG / NBI / other authorities. ### 11–17 (summary) Content license for operation. Safety reminders at /safety are not legal advice. Disclaimers: no ownership or mechanical guarantee; platform as-is. Disputes: support@ownerdirect.ph; Philippine law and courts. Account close does not cancel a signed DoS or a facilitation already paid. Material TOS changes: 15 days’ email notice. Formal notices: legal@ownerdirect.ph. NPC registration: in progress. DTI / RA 7394 rights that cannot be waived remain. --- ## C. ODO-V-08 — Deed of Absolute Sale (sample) **Sample / evidence pack. Not a government form. Notary completes the legal instrument. This is not legal advice.** Sign at DP, same time as ODO-V-07. Closed deed only — buyer name filled. KNOW ALL MEN BY THESE PRESENTS: This Deed of Absolute Sale is executed in the Philippines between the SELLER and the BUYER named below, for the motor vehicle described herein. | Field | | |-------|--| | Seller (complete name) | | | Seller government ID | | | Buyer (complete name — must be filled) | | | Buyer government ID | | | Make / series | | | Year / color | | | Engine no. | | | Chassis no. | | | Plate / MV file | | | CR / OR numbers | | | Agreed price (₱) | | | Place of execution | | | Date | | The SELLER warrants ownership and the right to sell. **Seller bind (same lock as TOS).** Upon signing the closed DoS (and in these Terms), the seller cannot terminate the deal because they changed their mind. The seller is bound that the unit and the papers are authentic and that no misrepresentation was made. Seller negligence, misrepresentation, or a false paper: ODO refunds the buyer facilitation DP, and the seller owes ODO damages equal to that same published facilitation DP for the class (motorcycle · tricycle ₱5,000 · car ₱15,000 · SUV · pickup ₱20,000 · commercial · luxury ₱30,000). The ₱1,500 DoS facilitation fee stays. After DP the unit stays on the lot unless the seller pays that DP. This is not a percent of price. The BUYER acknowledges inspection at an ODO-mediated viewing. ODO / Helium Marketing Corporation is not a party to this sale as owner, and does not hold the unit. Facilitation already paid to ODO (₱ ________) is deducted from the price. Remaining balance of ₱ ________ is payable in full within 3 to 5 days of ODO’s call after HPG Motor Vehicle Clearance is on file. If the buyer does not complete that payment in time, the DP is forfeited in favor of ODO. Upon that full payment the seller is paid the same day (net) and receives a receipt copy of the full agreed amount. Seller signature · Buyer signature · Notary public (seal / PTR / roll) Closed deed only — do not leave the buyer name blank. Have this notarized. --- ## D. Related forms (for the same review) | Code | When | |------|------| | ODO-V-01 | Seller accepts Terms before list | | ODO-V-02 | Buyer accepts Terms before poke | | ODO-V-03 | Admission TOS | | ODO-V-04 | Retrieve — blocked after DP unless seller paid that facilitation DP | | ODO-V-07 | Facilitation DP receipt | | ODO-V-08 | This DoS sample | | ODO-V-09 | HPG papers checklist | Printable pack in-app: `/process/forms/legal-review` This file: `docs/ODO_VEHICLES_TOS_DOS_LAWYER_PACK.md` Live TOS (after Ship): `https://ownerdirect.online/terms`