KEYSTONE COMPLIANCE SYSTEMS – MASTER SERVICE AGREEMENT

Last Updated: January 1, 2026

IMPORTANT NOTICE: NATURE OF SERVICE Keystone Compliance Systems is a "Decision Support Tool" only. It does not replace the legal judgment, operational oversight, or Primary Safety Duty of the Operator. By using this Service, you acknowledge that YOU (The Subscriber) remain the sole entity responsible for the safety of your transport operations.

1. DEFINITIONS

• "The Service": The Keystone digital platform, including the Dashboard, Driver App, API connections, and generated reports.

• "The Operator": The individual or entity purchasing the subscription (You).

• "Primary Safety Duty": The legal obligation imposed by the Transport Operations (Passenger Transport) Standard 2010 and Heavy Vehicle National Law (HVNL).

• "Red Light Event": A system-generated alert indicating a non-compliance status.

2. NATURE OF THE SERVICE (THE "NO LIABILITY" CLAUSE)

2.1 Decision Support Only Keystone provides data aggregation and visualization to assist the Operator in making safety decisions. The Service does not:

• Physically prevent a vehicle from starting.

• Physically prevent a driver from accepting a job.

• Guarantee immunity from TMR/NHVR prosecution.

2.2 No Transfer of Duty The Operator acknowledges that the use of Keystone does not transfer the "Primary Safety Duty" or "Scheduler" obligations under the HVNL to Keystone Compliance Systems. The Operator remains the "Person Conducting a Business or Undertaking" (PCBU).

3. SUBSCRIPTION & PAYMENT

3.1 Fees The Operator agrees to pay the monthly subscription fee ($110 or $495) in advance. 3.2 Non-Payment If payment fails, Keystone allows a 3-day grace period. After 3 days, the Account will be suspended.

• Consequence: During suspension, the "Live Verification QR Code" on your SMP will scan as RED (INVALID).

• Audit Risk: Any TMR audit conducted during a payment suspension will record your Risk Register as "Unverified/Non-Compliant."

4. DATA ACCURACY & RELIABILITY

4.1 Operator Responsibility The accuracy of the Keystone "Green Light" is entirely dependent on the data provided by the Operator.

• If the Operator uploads a falsified roster, Keystone is not liable for the resulting false "Compliant" status.

• If the Operator fails to update a driver’s license expiry date, Keystone is not liable for the failure to alert.

4.2 System Availability (Uptime) Keystone strives for 99.9% uptime. However, in the event of a server outage, internet failure, or API disconnection:

• The Operator MUST revert to "Protocol B" (Manual Sighting of Licences) as defined in their Safety Management Plan.

• Keystone is not liable for business losses caused by Service interruptions.

5. INTELLECTUAL PROPERTY & SMP LICENSE

5.1 The Safety Management Plan (SMP) If the Operator purchases the SMP document:

• Grant of License: You are granted a non-exclusive, non-transferable license to use the SMP text for your specific accreditation.

• Prohibition: You may not resell, share, or duplicate the SMP for other operators.

• Validity Condition: The "Digital Verification" clauses within the SMP are only valid while the Operator maintains an active Keystone Subscription. Cancelling the subscription renders the SMP "Uncontrolled" and potentially non-compliant.

6. INDEMNITY & LIMITATION OF LIABILITY

6.1 Indemnity The Operator agrees to indemnify and hold harmless Keystone Compliance Systems (and its directors) against any claims, fines, legal costs, or damages arising from:

• The Operator’s failure to act on a Keystone "Red Light" alert.

• The Operator’s misuse of the software.

• Any traffic accident, injury, or death involving the Operator’s vehicles.

6.2 Cap on Liability To the maximum extent permitted by Australian Consumer Law, Keystone’s total liability for any claim is strictly limited to the amount paid by the Operator in the 12 months preceding the claim. (e.g., If they pay $110/mo, the max they can sue you for is $1,320).

7. TERMINATION

7.1 Cancellation by Operator You may cancel at any time with 30 days' notice. 7.2 Data Export Upon cancellation, you will have 14 days to export your compliance logs (CSV format). After 14 days, all data will be permanently deleted to protect driver privacy.

8. GOVERNING LAW

These Terms are governed by the laws of Queensland, Australia. Any disputes shall be heard in the courts of Brisbane.