Terms of Service

1. Acceptance of Terms

By accessing or using any Dahlia Strategic Solutions LLC ("DSS", "we", "us", or "our") website, mobile application, or transportation, courier, logistics, or consulting service (collectively, the "Services"), you ("Customer," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the Services.

These Terms apply to all visitors, users, customers, drivers, contractors, and others who access or use the Services. Additional terms may apply to specific Services (for example, a Master Service Agreement or signed Rate Confirmation). In case of conflict, the signed written agreement governs.

2. Services — Eligibility & Permitted Use

DSS provides transportation, courier, last-mile delivery, dedicated route service, medical specimen and pharmaceutical transport, automotive parts delivery, legal document courier, supply chain consulting, and related logistics services in South Florida and surrounding regions. Some Services require a signed Master Service Agreement, Rate Confirmation, or purchase order.

You agree to use the Services only for lawful purposes and in compliance with all applicable federal, state, and local laws and regulations, including but not limited to HIPAA (where applicable), DOT regulations, FMCSA regulations, OSHA standards, customs/trade laws, and hazardous-materials regulations.

You represent and warrant that you (a) are at least 18 years old, (b) have authority to enter into these Terms on behalf of yourself or the entity you represent, and (c) the items you request DSS to transport are lawfully in your possession and intended for lawful delivery.

3. Prohibited Items

DSS WILL NOT TRANSPORT, AND YOU AGREE NOT TO TENDER, ANY OF THE FOLLOWING:

• Explosives, fireworks, ammunition, or any material classified as a hazardous material under 49 CFR Parts 100-185 (HAZMAT), except where DSS has agreed in writing and the driver is properly licensed and the vehicle is properly placarded.
• Firearms, other than lawfully possessed firearms transported in compliance with applicable federal, state, and local law, and only with advance written notice to DSS.
• Illegal drugs, controlled substances (other than lawfully prescribed medications properly packaged for medical transport), or drug paraphernalia.
• Stolen property, contraband, or items that you do not have the legal right to possess or transport.
• Living animals, other than service animals accompanying a passenger or pre-arranged veterinary transport with DSS's written consent.
• Human remains, other than pre-arranged transport handled by a licensed funeral director.
• Perishable food or biological samples not properly packaged, refrigerated, or labeled in accordance with applicable regulations.
• Cash, currency, negotiable instruments, precious metals, gemstones, jewelry, art, antiques, or other items exceeding $500 in declared value per shipment, unless DSS has agreed in writing to additional declared-value coverage.
• Items that are prohibited from transport by any applicable law, regulation, or court order.
• Any item that, in DSS's reasonable judgment, poses a risk to DSS personnel, vehicles, other customers' shipments, or the public.

If DSS discovers prohibited items in its possession, DSS may, at its sole discretion, refuse to transport, return, sequester, or turn over the items to law enforcement, and may terminate the shipment and any related Service agreement without liability.

4. Driver & Personnel Standards

DSS drivers are:

• Background-checked through a third-party service prior to first assignment, with re-screening no less than every 24 months.
• Drug-tested in compliance with applicable DOT regulations where required, and subject to reasonable-suspicion and post-incident testing.
• Licensed with valid state driver's licenses appropriate to the vehicle class operated, and verified through the FMCSA Pre-Employment Screening Program (PSP) where applicable.
• HIPAA-aware trained where handling medical specimens or PHI, with documented annual refresher training.
• Insured under DSS's commercial auto, general liability, and cargo policies.

Customer acknowledges that DSS engages drivers as W-2 employees or through vetted W-2 partner carriers, and not as independent contractors.

5. Pricing, Payment & Invoicing

Pricing is quoted per job, per route, or per retainer as agreed in a Master Service Agreement, Rate Confirmation, or published rate card. Quotes are valid for 30 days unless otherwise specified.

Payment terms are Net 15 from invoice date unless otherwise specified in a signed agreement. Past-due amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. Customer is responsible for all reasonable collection costs, including attorneys' fees.

DSS may suspend Services for accounts more than 30 days past due, with or without notice. DSS accepts payment by ACH, credit card, and wire transfer. A processing fee may apply to credit card payments.

Disputes regarding invoice amounts must be raised in writing within 10 business days of invoice date, or are deemed waived.

6. Cancellation, Refunds & Rebooking

• Same-day on-demand: Cancellations within 60 minutes of scheduled pickup incur a 50% fee. No-shows incur 100% of quoted fee.
• Scheduled routes: Cancellations with less than 4 hours notice incur a 50% fee for that day's run. Recurring cancellations may be subject to a minimum-charge clause in the MSA.
• Retainers: Billed monthly in advance; non-refundable once the month has begun.
• Force majeure: Neither party is liable for failure to perform due to events beyond reasonable control (severe weather, road closures, civil unrest, pandemic-related government orders, etc.).

Refunds, when granted, are issued to the original payment method within 10 business days.

7. Service Warranty & Disclaimer

Disclaimer of warranties. Except as expressly stated in a signed written agreement, the Services are provided "as is" and "as available," without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or that delivery will occur at a specific time or within a specific window.

DSS uses commercially reasonable efforts to meet quoted delivery windows. Estimated times of arrival are not guarantees. Time is not of the essence unless explicitly agreed in writing.

DSS does not warrant that the Services will be uninterrupted, error-free, or free from data breaches. DSS does not warrant the actions of third parties, including consignees, customs authorities, or other carriers.

8. Limitation of Liability

To the maximum extent permitted by law, DSS's total cumulative liability arising out of or relating to the Services, regardless of the form of action (contract, tort, negligence, strict liability, or otherwise), shall not exceed the fees actually paid by Customer to DSS for the specific Service giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.

In no event shall DSS, its officers, directors, employees, drivers, contractors, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.

Cargo liability is limited to the lesser of (a) $50 per shipment, (b) the actual depreciated value of the goods, or (c) the amount of declared value (if any) for which an additional fee was paid. High-value, fragile, perishable, or time-sensitive items must be disclosed in writing prior to tender; absent such disclosure, DSS assumes no liability for loss of value due to delay.

Customer acknowledges that DSS's pricing reflects these liability limits, and that broader coverage is available through third-party cargo insurers.

9. Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless DSS and its officers, directors, employees, drivers, contractors, and affiliates from and against any and all third-party claims, demands, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Customer's breach of these Terms or any signed agreement;
• Customer's negligent or wrongful acts or omissions;
• Items tendered to DSS in violation of Section 3 (Prohibited Items), or items that are unlawfully possessed, infringing, or otherwise actionable;
• Customer's failure to comply with HIPAA, DOT, FMCSA, hazmat, or other applicable laws;
• Any claim by a consignee, employee, or third party arising from Customer's instructions, including inaccurate pickup or delivery addresses.

10. HIPAA & Protected Health Information

Where DSS transports items containing Protected Health Information ("PHI") as defined under HIPAA (45 CFR Parts 160 and 164), Customer warrants that (a) Customer is a covered entity or business associate as defined by HIPAA, (b) DSS is engaged as a business associate, and (c) Customer will execute DSS's standard Business Associate Agreement ("BAA") prior to the first shipment of PHI.

In the absence of a signed BAA, DSS's handling of medical specimens is limited to transportation in sealed, pre-packaged containers with no PHI visible on the exterior, and DSS assumes no responsibility for HIPAA compliance beyond reasonable care in transit.

DSS drivers handling medical specimens complete annual HIPAA awareness training, maintain chain-of-custody documentation for every handoff, and provide electronic proof of delivery on request.

11. DOT, FMCSA & Insurance

DSS maintains the following as of the Effective Date:

• USDOT Number: on file with FMCSA (request certificate of registration).
• MC Number: on file with FMCSA (request certificate of registration).
• Commercial Auto Liability: $1,000,000 combined single limit per occurrence.
• Cargo Coverage: $100,000 per occurrence (subject to per-shipment limits in Section 8).
• General Liability: $1,000,000 per occurrence / $2,000,000 aggregate.
• Workers' Compensation: Statutory limits as required by Florida law.
• Cyber Liability: $1,000,000 per occurrence (covers data breach response costs).

Certificates of insurance are available on written request to legal@dahliastrategy.com.

12. Confidentiality & Data Protection

Each party will treat the other party's confidential information with the same care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care. DSS's privacy practices are described in our Privacy Policy.

DSS uses commercially reasonable administrative, technical, and physical safeguards to protect Customer data, including encryption in transit (TLS 1.2+), encryption at rest (AES-256), role-based access controls, and audit logging.

13. GPS Tracking & Driver Privacy

DSS vehicles are equipped with GPS tracking for safety, route optimization, proof of delivery, and theft recovery. Tracking is enabled during active assignments only and is disabled when the vehicle is off-duty. DSS retains GPS data for 90 days for operational and audit purposes, except where longer retention is required by law.

DSS drivers acknowledge and consent to vehicle tracking as a condition of engagement. Customer consents to GPS tracking of shipments in transit when Customer has booked a real-time tracking-enabled Service.

14. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Broward County, Florida, except that either party may seek injunctive relief in any court of competent jurisdiction.

Before filing any legal action, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for at least 30 days. If unresolved, disputes involving $10,000 or less shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Broward County, Florida. Each party bears its own costs and attorneys' fees.

Nothing in this section prevents either party from seeking injunctive or equitable relief for infringement of intellectual property or breach of confidentiality.

15. Termination

Either party may terminate a Service engagement at any time, with or without cause, on 30 days' written notice. DSS may suspend or terminate Services immediately (a) for non-payment beyond 30 days past due, (b) for breach of these Terms that is not cured within 10 days of written notice, (c) for Customer's violation of Section 3 (Prohibited Items), or (d) as required by law.

Upon termination: (i) all unpaid fees become immediately due, (ii) each party returns or destroys the other party's confidential information, and (iii) Sections 5 (Payment), 7 (Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 14 (Governing Law), and 16 (Miscellaneous) survive termination.

16. Miscellaneous

• Entire agreement: These Terms, together with any signed Master Service Agreement or Rate Confirmation, constitute the entire agreement between the parties and supersede all prior agreements.
• Amendments: DSS may update these Terms from time to time. Material changes will be communicated by email to active Customers at least 30 days before the effective date. Continued use after the effective date constitutes acceptance.
• Severability: If any provision is held unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Failure to enforce any provision is not a waiver of the right to enforce it later.
• Assignment: Customer may not assign these Terms without DSS's written consent. DSS may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.
• Notices: Notices must be in writing and sent to legal@dahliastrategy.com with a copy to DSS's principal office at 200 S Andrews Ave, Suite 504, Fort Lauderdale, FL 33301.
• Force majeure: Neither party is liable for delay or failure to perform due to causes beyond its reasonable control.

17. Contact

Questions about these Terms? Contact us:

Dahlia Strategic Solutions LLC
200 S Andrews Ave, Suite 504
Fort Lauderdale, FL 33301
Email: legal@dahliastrategy.com
Phone: (754) 352-9826