Terms of Service

1. Introduction and Parties

These Terms of Service ("Terms") govern the relationship between Stubbs Capital Pty Ltd (ABN: 60 640 710 845) trading as Keystone Facility Services ("Keystone", "we", "us", "our") and the individual or entity engaging our services ("Client", "you").

By requesting a quote, accepting a proposal, signing a Service Agreement, or otherwise engaging Keystone, you confirm that you have read, understood, and agree to be bound by these Terms.

These Terms apply to all commercial cleaning and facility management services provided by Keystone, including services managed through the Keystone platform.

2. Application and Hierarchy of Documents

These Terms apply in conjunction with any:

• Quote or proposal issued by Keystone.

• Service Agreement or contract signed by both parties.

• Scope of works, service schedule, or written instructions.

• Electronic communications confirming service details.

In the event of any inconsistency between these Terms and a specific signed Service Agreement or accepted proposal, the Service Agreement or accepted proposal will prevail to the extent of the inconsistency.

3. Scope of Services

Keystone agrees to provide cleaning and facility management services as specified in the accepted quote, proposal, or Service Agreement applicable to each engagement.

Services will be performed:

• With due care and skill, as required under the Australian Consumer Law.

• In a reasonable time, or within the timeframe agreed in writing.

• Using materials and methods fit for the purpose described.

Any variation to the agreed scope of services must be confirmed in writing by both parties prior to the work being carried out. Keystone reserves the right to decline scope variations or to quote separately for additional works.

4. Quotes and Pricing

All quotes issued by Keystone are valid for 30 days from the date of issue, unless otherwise stated. Quotes are estimates based on information provided by the Client at the time of request.

Final pricing may be subject to adjustment if:

• The actual scope of work differs materially from what was described at the time of quoting.

• Site conditions differ materially from what was represented or reasonably expected.

• Additional services are requested by the Client.

Where pricing adjustments are required, Keystone will notify the Client in advance and seek written agreement before proceeding.

5. Payment Terms

Payment is due as specified in the applicable invoice or Service Agreement. Unless otherwise agreed in writing:

• Invoices are payable within 14 days of the invoice date.

• Accepted payment methods will be specified on each invoice.

• GST (where applicable) will be shown separately on all invoices.

Keystone reserves the right to charge interest on overdue amounts at the rate of 1.5% per month (calculated on a simple basis), or the maximum rate permitted by law, whichever is lower. Keystone may also suspend services if invoices remain unpaid beyond 30 days, with reasonable written notice provided to the Client.

Keystone may require a deposit prior to commencing services for new clients or large-scale engagements. This will be stated in the relevant quote or Service Agreement.

6. Client Obligations

To enable Keystone to deliver services effectively, the Client agrees to:

• Provide accurate and complete information relevant to the services required.

• Ensure safe and timely access to the premises or site at the agreed service times.

• Notify Keystone promptly of any hazards, restrictions, or special requirements at the site.

• Ensure the site is appropriately prepared for the agreed services (e.g. clearing personal items where required).

• Not interfere with or obstruct Keystone's staff in the performance of services.

Keystone is not responsible for errors, omissions, or delays arising from inaccurate, incomplete, or outdated information provided by the Client.

7. Cancellation and Rescheduling

We understand that circumstances change. Our cancellation terms are as follows:

• Cancellations made more than 48 hours before a scheduled service: no charge.

• Cancellations made between 24 and 48 hours before a scheduled service: 50% of the scheduled visit value.

• Cancellations made less than 24 hours before a scheduled service, or where access is not provided at the agreed time: 100% of the scheduled visit value.

These fees reflect the labour costs committed by Keystone in preparing for the scheduled service. Keystone will make reasonable efforts to reschedule services at a time convenient to the Client where advance notice has been provided.

Keystone reserves the right to cancel or reschedule a service where circumstances outside our reasonable control prevent delivery. In such cases, we will notify the Client as soon as practicable and reschedule at no additional cost.

8. Consumer Guarantees Under Australian Consumer Law

Nothing in these Terms limits, excludes, or modifies any right or guarantee that cannot be excluded under the Australian Consumer Law (ACL) or any other applicable Australian law.

Under the ACL, Clients are entitled to expect that services will be supplied:

• With due care and skill.

• Fit for the purpose for which they were acquired (where that purpose was made known to Keystone).

• Delivered within a reasonable time (where no time is agreed).

If Keystone fails to meet these guarantees, Clients may be entitled to a remedy, which may include a re-clean, refund, or compensation, depending on the nature and extent of the failure. Where a major failure occurs, you may be entitled to cancel the service and receive a full refund. Keystone will work with clients in good faith to resolve any service concerns promptly.

9. Complaints and Re-Cleans Policy

If you are not satisfied with a service performed by Keystone, please notify us within 48 hours of the service being completed. We will investigate your concern and, where valid, arrange a re-clean or other appropriate remedy at no additional charge.

To submit a complaint, please contact us at:

• Email: tyler.stubbs@keystonefacilityservices.com.au

• Phone: 0430 789 756

We aim to acknowledge complaints within 2 business days and resolve them within 10 business days. If you are not satisfied with our response, you may contact the Queensland Office of Fair Trading or the ACCC.

10. Limitation of Liability

To the maximum extent permitted by law, and subject to Clause 8 (Consumer Guarantees) and Clause 9 (Complaints):

• Keystone is not liable for any indirect, incidental, or consequential loss, including loss of profit, revenue, business opportunity, goodwill, or data arising from our services.

• Keystone's total liability for any claim arising from a specific engagement is limited to the total amount paid by the Client for that engagement

These limitations do not apply to:

• Personal injury or death caused by Keystone's negligence.

• Fraud or fraudulent misrepresentation.

• Any liability that cannot be excluded under the ACL or applicable law.

Where liability cannot be excluded but can be limited under the ACL, Keystone's liability for a failure to comply with a consumer guarantee is limited to resupplying the services, or paying the cost of having the services resupplied.

11. Insurance

Keystone holds public liability insurance appropriate to the nature and scale of services provided. Insurance is maintained with QBE Insurance. Clients may request a Certificate of Currency by contacting us using the details in Section 26.

12. Damage and Property

Keystone takes care in the performance of all services. If Keystone causes damage to your property during the course of providing services, please notify us within 48 hours.

Keystone will investigate all damage claims in good faith. We are not responsible for:

• Pre-existing damage or wear not caused by Keystone.

• Damage resulting from Client-provided materials, equipment, or instructions.

• Damage to fragile, poorly secured, or pre-damaged items where Keystone was not made aware of the risk.

Where Keystone is found to be responsible for damage, we will work with the Client to reach a fair resolution, which may include repair, replacement, or compensation.

13. Use of Internal Systems and Digital Tools

Keystone uses a secure internal platform (the Keystone platform) to manage client information, quotes, contracts, scheduling, and communications. By engaging Keystone, you acknowledge that:

• Your information may be stored and processed within these systems, in accordance with our Privacy Policy.

• Digital platforms, secure links, and electronic communications may be used to deliver services.

• Electronic documents and acceptance records are valid and legally binding.

• You are responsible for maintaining the confidentiality of any secure links or access provided to you.

14. No Warranty on System Outputs

Quotes, estimates, schedules, and service summaries generated by the Keystone platform are provided for service management purposes. While we take care in preparing these outputs, Keystone does not warrant that they are free from error in every circumstance.

Clients are encouraged to review all documents carefully before signing or accepting. If you identify an error, please contact us promptly and we will work to correct it.

15. No Professional Advice

Keystone does not provide legal, financial, tax, health, or other professional advisory services. Any documents, templates, or materials provided by Keystone are for operational use in connection with our cleaning and facility services only, and should not be relied upon as professional advice.

If you require advice of a professional nature, you should seek independent qualified advice.

16. Data Handling and Privacy

Personal information is collected, used, stored, and disclosed in accordance with Keystone's Privacy Policy, which forms part of our engagement with Clients. By engaging Keystone, you acknowledge and consent to the handling of your information as described in that policy.

A copy of our Privacy Policy is available at www.keystonefacilityservices.com.au/privacy-policy. Our Privacy Policy complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs), including the Privacy and Other Legislation Amendment Act 2024.

17. Third-Party Service Providers

Keystone may engage reputable third-party providers to support operations, including cloud infrastructure and communication services. These providers are engaged under appropriate contractual terms. Keystone takes reasonable steps to ensure such providers handle data and services appropriately.

Keystone is not responsible for failures caused by third-party providers where such failures are outside our reasonable control. In the event of a third-party failure affecting your service, we will notify you promptly and take reasonable steps to minimise disruption.

18. System Availability

While Keystone takes reasonable steps to maintain reliable systems, the Keystone platform may occasionally experience interruptions, delays, or errors. We do not guarantee uninterrupted or error-free operation of our systems.

System interruptions will not affect Keystone's obligation to deliver agreed services, except where such interruptions result from circumstances beyond our reasonable control (see Clause 19).

19. Force Majeure

Keystone is not liable for any delay or failure to perform its obligations where that delay or failure is caused by circumstances beyond our reasonable control, including but not limited to:

• Natural disasters, floods, storms, or extreme weather events.

• Government-imposed restrictions, lockdowns, or access limitations.

• Equipment failure that could not reasonably have been anticipated or prevented.

• Pandemic or public health emergencies.

• Industrial action not involving Keystone's employees.

Keystone will notify the Client as soon as practicable of any force majeure event affecting service delivery and will make reasonable efforts to reschedule or minimise the impact on the Client.

20. Termination and Suspension

Either party may terminate an ongoing service arrangement by providing written notice in accordance with the applicable Service Agreement. Where no notice period is specified, reasonable written notice of not less than 14 days applies.

Keystone may suspend or terminate services with immediate effect (and without penalty) where:

• The Client has materially breached these Terms or the Service Agreement and has not remedied the breach within 7 days of written notice.

• Payment obligations are not met and remain unpaid after written notice.

• Continued service would create an unsafe working environment for Keystone staff.

• Continued service is impractical due to circumstances outside Keystone's control.

Upon termination, fees for services properly performed up to the date of termination remain payable.

21. Electronic Agreements and Communications

Keystone may deliver quotes, invoices, agreements, and notices via electronic means, including email and secure platform links. You agree that:

• Electronic documents sent by Keystone are valid and legally binding.

• Acceptance of a quote or proposal via email, digital signature, or platform confirmation constitutes a binding agreement.

• You will maintain accurate contact details to receive electronic communications.

Electronic records are admissible as evidence of agreement in accordance with Queensland's Electronic Transactions Act 2001

22. Subcontracting

Keystone may engage subcontractors to assist in delivering services. We ensure that all subcontractors engaged by Keystone meet appropriate standards of competence, insurance, and conduct. Keystone remains responsible to the Client for the quality of services delivered by subcontractors engaged on our behalf.

23. Intellectual Property

All materials, methods, tools, systems, and documents created or used by Keystone in the course of delivering services remain the intellectual property of Keystone, unless otherwise agreed in writing. Clients are granted a licence to use any deliverables solely for the purposes for which they were provided.

24. Governing Law and Dispute Resolution

These Terms are governed by the laws of Queensland, Australia. Both parties agree to submit to the non-exclusive jurisdiction of the courts of Queensland.

Before commencing legal proceedings, both parties agree to attempt to resolve any dispute in good faith through the following process:

• Written notice of the dispute is provided to the other party.

• Both parties meet (in person, by phone, or electronically) within 10 business days to attempt resolution.

• If unresolved within 30 days of the written notice, either party may pursue formal legal proceedings or alternative dispute resolution.

Nothing in this clause prevents a party from seeking urgent injunctive or other interlocutory relief from a court.

25. Updates to These Terms

Keystone may update these Terms from time to time to reflect changes in our business, services, or legal obligations. The updated Terms will be effective from the date specified and will apply to new engagements entered into after that date.

For existing ongoing Service Agreements, material changes to these Terms will be communicated with reasonable notice. Continued engagement after the notice period constitutes acceptance of the updated Terms, unless written objection is provided.

26. Entire Agreement and Severability

These Terms, together with any applicable Service Agreement and Keystone's Privacy Policy, constitute the entire agreement between the parties regarding the subject matter and supersede all prior representations, discussions, and arrangements.

If any provision of these Terms is found to be invalid, unenforceable, or void by a court, that provision will be severed, and the remaining Terms will continue in full force and effect.

27. Contact Details

Keystone Facility Services

ABN: 60 640 710 845

Email: admin@keystonefacilityservices.com.au

Phone: (02) 7257 0123