Terms of Service

These terms are an agreement between B5 Source LLC, dba Borrego Business Systems ("LocalDeliveryOS", "we", "us") and the delivery or courier business that signs up for the LocalDeliveryOS platform ("Customer", "you"). By creating an account, signing in, or using the platform, you agree to them on behalf of your business. If you and we have signed a separate order form or beta agreement, that document controls where it conflicts with these terms.

People you invite into your workspace (your admins, dispatchers, drivers, and your own customers who place orders through the portal) are "Users". You are responsible for your Users' use of the platform and for making sure they follow these terms.

LocalDeliveryOS is software for running a delivery operation: order entry, dispatch, driver workflow, proof of delivery, invoicing, driver settlements, and reporting.

LocalDeliveryOS is not a carrier, broker, freight forwarder, employer of drivers, or party to your delivery contracts. You decide what you charge, which driver takes which job, and how drivers are engaged and paid. You remain responsible for the deliveries themselves, for your licenses, permits and insurance, and for complying with transportation, employment, tax, and consumer laws that apply to your business.

Keep sign-in details confidential, give each person their own login, and remove access promptly when someone leaves. Tell us right away at hello@localdeliveryos.com if you believe an account has been compromised. You are responsible for activity under your workspace's accounts.

"Customer Data" is everything you and your Users put into the platform or generate by using it: orders, addresses, customer and driver records, rate cards, proof-of-delivery photos and signatures, driver location during active jobs, invoices, and settlements. You own your Customer Data.

You give us permission to host, process, transmit, and display Customer Data only as needed to provide, secure, support, and improve the platform for you, and as described in our Privacy Policy. We do not sell Customer Data, and we do not use it to market to your customers.

You are responsible for having the right to put Customer Data into the platform. In particular, before drivers use the driver app you must tell them that their device location is shared with your dispatchers while they have an active job, and obtain any consent the law where they work requires.

We may use aggregated, de-identified information about how the platform is used (for example, counts of orders or feature usage) to operate and improve the service, provided it does not identify you, your Users, or any individual.

You agree not to, and not to let anyone else:

• use the platform for anything unlawful, or to track anyone without the notice and consent the law requires;
• try to access another company's workspace or data, or probe, scan, or test the platform's security without our written permission;
• interfere with the platform's operation, overload it, or get around usage limits;
• copy, resell, or reverse engineer the platform, or use it to build a competing product;
• upload malware, or content you don't have the right to share.

The platform calculates prices, mileage, surcharges, invoice totals, driver pay, and margins from the rates, rules, and data you enter and from third-party map and address services. Review invoices and settlements before you send or pay them. You are responsible for the amounts you charge your customers and pay your drivers.

Some features rely on services we don't control, such as mapping and address validation, email delivery, push notifications, payment processing, and accounting sync. If you connect a third-party account (for example a payment or accounting provider), your use of it is governed by that provider's own terms, and we are not responsible for its availability or actions.

Fees, if any, are set out in your order form or beta agreement. Unless that document says otherwise, fees are due within the payment terms shown on your platform invoice, are non-refundable, and exclude taxes, which you are responsible for. We may change fees for a future term with at least 30 days' notice.

Features we label as beta, pilot, or preview, and any use of the platform under a beta agreement, are provided for evaluation. They may change, be limited, or be withdrawn, and are excluded from any uptime or support commitment.

Each of us will protect the other's non-public business information with reasonable care, use it only for the purposes of this agreement, and share it only with people who need it and are bound to keep it confidential. This doesn't cover information that is public, already known, independently developed, or required to be disclosed by law (with notice where allowed).

We own the platform, including its software, design, and documentation. These terms give you a right to use it while your account is active; they don't transfer ownership. If you send us suggestions, we may use them without obligation to you.

You can stop using the platform at any time. Either of us may end this agreement with 30 days' written notice, or immediately if the other materially breaches it and doesn't fix the breach within 15 days of notice. We may suspend access sooner if needed to stop a security threat, unlawful use, or harm to the platform or other customers, and will tell you why.

For 30 days after the agreement ends, we will, on request, provide an export of your Customer Data in a common format (such as CSV). After that we delete it from the live platform; copies in backups expire on their normal schedule.

Except as expressly stated in a signed agreement, the platform is provided "as is" and "as available". To the extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not promise the platform will be uninterrupted or error-free, or that delivery times, routes, or calculated amounts will be accurate.

To the extent the law allows, neither of us is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if warned they were possible. Our total liability arising out of or relating to these terms is limited to the greater of the fees you paid us in the 12 months before the claim arose and one hundred US dollars ($100). These limits don't apply to your payment obligations or to either party's indemnity obligations below.

You will defend and indemnify us against third-party claims arising from your deliveries, your relationships with your drivers and customers, Customer Data you didn't have the right to use, or your breach of section 5. We will defend and indemnify you against third-party claims that the platform, as we provide it, infringes their intellectual property.

We may update these terms. We will post the new version here with a new effective date and, for material changes, notify your workspace admins at least 30 days before they take effect. Continuing to use the platform after that means you accept the update.

These terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. Any dispute will be heard in the state or federal courts located in Adams County, Colorado, and each of us consents to that venue. Neither of us may assign this agreement without the other's consent, except to a successor of its business. If a provision is unenforceable, the rest remains in effect. Not enforcing a provision isn't a waiver. These terms, together with any order form or beta agreement, are the entire agreement on this subject.

Questions about these terms: hello@localdeliveryos.com.