The operating legal entity that provides this service is {{LEGAL_ENTITY}} ("Delivery365", "we", "us" or "our"). The legal entity, its registered address and its jurisdiction are being finalised as part of the legal review of this draft and appear here as a placeholder until then.

By creating an account, or by accessing or using Delivery365, you agree to these Terms of Use on behalf of the business you represent, and you confirm that you have authority to bind that business. If you do not agree to these Terms, you must not create an account or use the service.

These Terms are a business-to-business agreement between Delivery365 and the business customers ("entrepreneurs") that use the platform to run their own delivery operations. Nothing in these Terms removes or limits any mandatory consumer-protection right that a consumer may have under the law that applies to them: where an entrepreneur's own end-customers use the customer portal as consumers, those mandatory rights are preserved and prevail over any conflicting term here.

These Terms work alongside our Privacy Policy, which explains how we handle personal data (see Section 9). If you have any question about these Terms, contact us at [email protected].

Delivery365 is a multi-tenant, business-to-business software-as-a-service (SaaS) delivery and logistics platform. We provide it to business customers ("entrepreneurs") so they can run their own delivery operations, and to their end-customers and drivers.

Each entrepreneur operates on its own subdomain, with its data logically isolated from every other entrepreneur. The service is made up of several connected surfaces:

• A backoffice where entrepreneurs and their staff manage deliveries, drivers, customers, pricing and settings.
• A customer portal where an entrepreneur's own end-customers can follow and manage their deliveries.
• A deliveryman mobile application that drivers use to carry out deliveries.
• An integration API that lets an entrepreneur connect its own business systems to the platform (see Section 6).

Delivery365 is a tool for arranging and managing deliveries. It is not a shop: we do not sell goods, handle product returns, or act as a carrier or shipper ourselves. The deliveries, the goods being delivered and the underlying commercial relationships belong to the entrepreneurs and their customers. We may add, change or remove features of the service over time.

Delivery365 has four separate kinds of user account, each with its own login and session:

• Platform administrator accounts, used by Delivery365 staff to operate the platform.
• Entrepreneur accounts, used by a business customer and its staff to run the backoffice.
• Customer accounts, used by an entrepreneur's own end-customers in the customer portal.
• Deliveryman accounts, used by drivers in the mobile application.

Within an entrepreneur account and within a customer account, each user holds a role: an admin can manage the account and its users, while a viewer has read-only access. To protect account continuity, the last remaining admin on an account cannot be demoted to viewer — you must appoint another admin first.

Each entrepreneur operates as a separate tenant on its own subdomain, and we keep each tenant's data logically isolated so that one entrepreneur cannot access another's data. The account holder is responsible for its own users: for keeping login credentials secure, for the actions those users take, and for ensuring they are authorised to use the account.

The service is intended for business use. Where an entrepreneur's end-customers use the customer portal as consumers, their mandatory consumer-protection rights are preserved (see Section 1).

Delivery365 is offered through a set of plan families rather than a single price. There is a Free plan; self-serve paid plans (Starter, Growth and Scale) that you can subscribe to online; a contact-sales Enterprise plan; and bespoke custom plans billed by bank transfer in local currency. The current prices, the volumes included in each plan, and any free-trial terms are shown on our pricing page and at checkout, and may change from time to time; we do not restate them here so that these Terms cannot drift from the live commercial terms.

You subscribe to a self-serve paid plan through Stripe Checkout, and you manage your subscription — updating payment details, changing plan, or cancelling — through the self-service billing portal. A paid plan may include a free trial; where it does, the trial length and terms are shown at checkout.

The main billing points are:

• You can cancel at any time through the billing portal or by changing your plan.
• When you cancel, your paid access continues through the billing period you have already paid for.
• At the end of that period your account is moved to the Free plan rather than being locked out, so you keep access to your data on the Free plan's terms.
• We give no refunds for partial billing periods, except where the law requires a refund.

Custom plans billed by bank transfer are arranged directly with us and run for the term we agree with you; their payment method, billing cycle and validity period are set out in that arrangement rather than through Stripe.

Each plan comes with fair-use limits: a maximum number of deliveries you can create per calendar month, a maximum number of active drivers, and a maximum number of active customers. The specific limit values for each plan are shown on the pricing page, and we do not restate them here so that these Terms stay in step with the live plan definitions.

The limits are enforced automatically. When you reach a plan limit, the platform blocks the action that would exceed it — creating another delivery, activating another driver, or adding another active customer — and prompts you to upgrade to a plan with a higher allowance. Your existing data is not affected; only the action that would go over the limit is blocked.

The monthly-delivery allowance is counted per calendar month and resets naturally at the start of each new month; the active-driver and active-customer limits are measured against how many are currently active. These limits are a fair-use mechanism to keep the service reliable for everyone, not a penalty. If your needs grow beyond the highest self-serve plan, an Enterprise or custom plan can be arranged with us.

Delivery365 offers an integration API so that an entrepreneur can connect its own systems to the platform. Access to the API is governed by these Terms together with the published API documentation.

How the integration API works:

• Authentication is by a Bearer API key that you generate in your account. The full key is shown only once, at the moment you create it, so you must store it securely; you can revoke a key at any time, after which it stops working.
• The API is rate-limited to 100 requests per minute per key. If you exceed that limit, requests are rejected with an HTTP 429 response that includes a Retry-After header, and every response carries X-RateLimit headers so you can pace your calls.
• There are separate live and sandbox environments: keys prefixed d365_test_ are sandbox (test) keys, so you can build and test your integration without affecting live data.
• Mutating requests support idempotency: send an Idempotency-Key header and the platform caches the result for about a day, so a safely retried request is not processed twice; reusing the same key with different data returns an HTTP 409 Conflict.

You must not use the API to circumvent the rate limit or your plan limits, to overload or disrupt the platform, or in any way that these Terms otherwise prohibit (see Section 7). We may change or version the API over time; material changes are described in the published API documentation.

When you use Delivery365 you must use it lawfully and responsibly. In particular, you agree not to:

• use the service for any unlawful purpose, or in breach of any law or regulation that applies to you;
• infringe the intellectual property, privacy or other rights of any other person;
• upload or transmit any virus, worm or other malicious code;
• circumvent, disable or abuse the integration API rate limits, or try to exceed your plan limits by evasion or by operating multiple accounts to split usage;
• interfere with the integrity, security or performance of the platform, or attempt to access another tenant's data;
• resell, sublicense, reverse-engineer or otherwise exploit the service except as these Terms expressly allow.

You are responsible for how the people using your account use the service. A serious or repeated breach of this section may lead us to suspend or terminate access (see Section 13).

Delivery365, together with its licensors, owns the platform — the software, the design, the documentation and the Delivery365 name and trademarks. These Terms do not transfer any of that ownership to you; you receive only a limited, non-exclusive, non-transferable right to use the service while these Terms are in force.

You and your users keep ownership of the delivery content and data you upload — for example your customers, deliveries, addresses, proof-of-delivery photos and notes. By using the service, you grant Delivery365 a limited licence to host, store, process and transmit that content only as needed to provide and support the service, and, where the content includes personal data, we handle it as described in the Privacy Policy (see Section 9).

If you choose to send us feedback or suggestions about the service, you allow us to use them without restriction and without any obligation to you, so that we can improve the service. This does not give us any right to your delivery content beyond the limited licence described above.

How Delivery365 handles personal data is governed by the Delivery365 Privacy Policy, which forms part of your agreement with us. Please read it alongside these Terms.

For the personal data that entrepreneurs upload about their own end-customers and drivers, Delivery365 acts as a processor on the entrepreneur's instructions and the entrepreneur is the controller; for our own account, billing and platform data, Delivery365 is the controller. The Privacy Policy explains this in full.

The applicable data-protection regimes — the EU and UK GDPR, the Brazilian LGPD, and the California CCPA/CPRA — and the individual rights they grant are addressed in the Privacy Policy, and we do not restate that analysis here. If you have any privacy question, or wish to exercise a right, contact us at [email protected].

Delivery365 is provided on an "as is" and "as available" basis. While we work to keep the platform reliable, we do not promise that the service will be uninterrupted, timely, error-free or completely secure, and we do not offer any uptime or service-level guarantee — our systems do not implement one, and we will not represent otherwise in these Terms.

To the fullest extent permitted by the law that applies to you, we disclaim all implied warranties and conditions of any kind, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement. We do not warrant that the results obtained from using the service will meet your expectations, or that any defect in the service will be corrected.

Nothing in this section removes or limits any statutory warranty, guarantee or other mandatory right that cannot be excluded under the law that applies to you. Where an entrepreneur's own end-customers use the customer portal as consumers, their mandatory consumer-protection rights are preserved and prevail over any disclaimer in this section (see Section 1).

To the fullest extent permitted by the law that applies to you, Delivery365 and its directors, officers, employees, suppliers and licensors will not be liable for any indirect, incidental, special, consequential, punitive or exemplary damages, or for any loss of profits, revenue, savings, data, goodwill or business opportunity, arising out of or relating to your use of, or inability to use, the service — whether the claim is based in contract, tort (including negligence), strict liability or any other legal theory, and even if we have been advised of the possibility of such damages.

We do not state a fixed monetary cap in these Terms; where our liability is capped, the cap is the maximum limit permitted by the law that applies to you.

Nothing in these Terms excludes or limits our liability where it would be unlawful to do so. This includes any liability that cannot be limited under mandatory applicable law and the mandatory consumer-protection rights of any consumer end-users of an entrepreneur's customer portal (see Section 1). Because some jurisdictions do not allow the exclusion or limitation of certain damages, some of the limitations in this section may not apply to you, and in those jurisdictions our liability is limited to the maximum extent permitted by law.

Because these Terms are a business-to-business agreement, you — the entrepreneur — agree to indemnify, defend and hold harmless Delivery365 and its affiliates, officers, directors, employees and agents from and against any third-party claim, demand, loss, liability or expense (including reasonable legal fees) arising out of or relating to:

• your use of the service in breach of these Terms, or in breach of any law or regulation that applies to you;
• the delivery content and other data you or your users upload to the platform, including any claim that it infringes a third party's rights or was processed without a lawful basis;
• your breach of the acceptable-use commitments in Section 7; or
• the acts or omissions of the users you authorise on your account.

This indemnity does not apply to the extent a claim results from Delivery365's own breach of these Terms or its unlawful conduct. We will give you reasonable notice of any claim to which this indemnity applies and let you control its defence and settlement, provided that no settlement imposing an obligation on Delivery365 is made without our consent. Nothing in this section imposes an indemnity on an entrepreneur's own end-customers acting as consumers beyond what mandatory law allows (see Section 1).

Either party may bring the relationship to an end. You can cancel at any time through the self-service billing portal or by changing your plan; when you cancel, your paid access continues through the billing period you have already paid for. At the end of that period your account is moved — that is, downgraded — to the Free plan rather than being locked out, so you keep access to your data on the Free plan's terms. This downgrade takes effect when your paid subscription ends (on the underlying subscription-deleted event), not as an immediate shut-off. We give no refunds for partial billing periods, except where the law that applies to you requires a refund.

We may suspend or terminate your access if you materially or repeatedly breach these Terms — for example, if you violate the acceptable-use commitments in Section 7, put the security or integrity of the platform at risk, or fail to pay amounts due. Where it is reasonable to do so, we will give you notice and an opportunity to put things right before we suspend or terminate; but we may act immediately where a breach is serious or where the law or the safety and integrity of the service requires it.

Separately, and as a reserved right only, Delivery365 reserves the right — but is under no obligation — to delete the content of accounts on the Starter plan that have been inactive for at least one year, where the account administrator and their clients have not logged into the platform during that period. This is a reserved right, not an automated or guaranteed process: no part of the platform deletes inactive-account content automatically, and we may choose not to exercise this right at all. If we ever act on it, we will do so consistently with the mandatory rights of any affected individuals under applicable data-protection law (see the Privacy Policy, Section 9).

These Terms, and any dispute arising out of or in connection with them, are governed by the laws of the place where {{LEGAL_ENTITY}} is established, without regard to its conflict-of-laws rules. The governing law and the operating legal entity are being finalised as part of the legal review of this draft and appear here as placeholders until then.

Your mandatory local consumer-protection rights are expressly preserved. Where the law that applies to you gives you rights or protections that cannot be waived by agreement, nothing in these Terms overrides them, and they continue to apply alongside these Terms.

Disputes that cannot be resolved informally are subject to the jurisdiction of the competent courts of the place where {{LEGAL_ENTITY}} is established, without prejudice to any mandatory right you may have to bring proceedings in the courts of your own place of residence. We do not require you to submit to mandatory arbitration, and we do not ask you to waive your right to take part in a class or collective action: these Terms contain no mandatory-arbitration clause and no class-action waiver. Any decision to introduce arbitration or a class-action waiver would be a deliberate future change, notified under Section 16, and never a silent default.

How the data-protection regimes that may apply to you — the EU and UK GDPR, the Brazilian LGPD, and the California CCPA/CPRA — govern your personal data is addressed in the Delivery365 Privacy Policy, and we do not restate that analysis here (see Section 9).

These Terms, together with the Privacy Policy and any other policies or documentation they refer to, form the entire agreement between you and Delivery365 about your use of the service, and they supersede any prior or contemporaneous agreement, communication or proposal — whether oral or written — on the same subject. Where a custom bank-transfer plan is arranged directly with us, the specific commercial terms of that arrangement apply alongside these Terms.

If any provision of these Terms is found to be unlawful, void or unenforceable, that provision is severed to the minimum extent necessary and the remaining provisions stay in full force and effect. Our failure to exercise or enforce any right or provision of these Terms is not a waiver of that right or provision, and no single or partial exercise of a right prevents any further exercise of it.

You may not assign or transfer these Terms, or any of your rights or obligations under them, without our prior written consent. Delivery365 may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition or sale of assets, on notice to you. These Terms do not create any partnership, agency or joint venture between you and us, and they give no third party any right to enforce them, except where these Terms expressly say otherwise.

We may update these Terms from time to time to reflect changes in the service, in how we operate, or in the law that applies to us. When we make a material change, we will take reasonable steps to bring it to your attention before it takes effect — for example, by an in-app notice or by email to the relevant account holders — and we will update the version and effective date shown in these Terms.

For non-material updates, we will post the revised Terms with an updated effective date, and we encourage you to review this page periodically. If you continue to access or use the service after a change takes effect, you accept the updated Terms; if you do not agree to a change, you should stop using the service and may cancel as described in Section 13.

If you have any question about these Terms, or about your account or the service, you can reach us at [email protected]. This is the single contact address for questions about these Terms, and we will route your message to the team that can help.

LEGAL_REVIEW_REQUIRED — These Terms of Use are a defensible, evidence-based draft, not legal advice. They describe the terms on which Delivery365 actually provides its service based on our codebase and configuration, and they must be reviewed by qualified legal counsel before they are relied upon as a final, binding document.

Version: v1.0.

Effective date: {{EFFECTIVE_DATE}}. The effective date is shown as a placeholder and will be set once this draft has completed legal review. Until then, this document should be treated as a draft pending legal review and not as final legal advice.

The operating legal entity responsible for the service ({{LEGAL_ENTITY}}), its governing law and its dispute-resolution forum are likewise shown as placeholders pending that review (see Section 14). Questions about these Terms can be sent to [email protected].