Terms of Service

01 Acceptance of Terms

Your use of the website and any consulting engagement with Keystone constitutes acceptance of these Terms and any supplemental terms referenced herein. These Terms apply to all visitors, prospective clients, and clients. We may require you to enter into a separate written engagement agreement or statement of work for specific services; where such an agreement exists, it supplements these Terms, and in the event of a direct conflict regarding the scope of a particular engagement, the signed engagement agreement controls for that engagement.

You represent that you are at least eighteen years of age and that you have the authority to accept these Terms on behalf of yourself or the organization you represent.

02 Description of Services

Keystone provides professional consulting services for automotive businesses, parts suppliers, and vehicle-related operations. Our services include, but are not limited to, automotive business consulting, auto parts sourcing support, sales strategy development, supplier and vendor coordination, and market research for vehicle parts. The services are advisory in nature and are intended to support your own business decision-making.

We do not guarantee any particular commercial result, revenue figure, cost reduction, or business outcome. Any examples, projections, case studies, or estimates presented on our website or during an engagement are illustrative and depend on numerous factors outside our control, including your own implementation, market conditions, and third-party performance.

03 Eligibility

Our services are intended for businesses and professionals operating in or entering the automotive sector. By engaging us, you confirm that the information you provide about your organization is accurate and that you are authorized to procure consulting services on its behalf. We reserve the right to decline or discontinue service to any party at our discretion, subject to the terms of any active engagement agreement.

04 Client Responsibilities

The quality and usefulness of our work depend significantly on your cooperation. You agree to:

• Provide accurate, complete, and timely information relevant to the engagement;
• Make available appropriate personnel, data, and access required to perform the services;
• Review deliverables promptly and provide feedback within agreed timeframes;
• Make your own independent business and legal decisions based on our recommendations;
• Comply with all applicable laws and regulations in your use of our deliverables.

Delays or inaccuracies in the information you provide may affect timelines, scope, and the relevance of our recommendations, and may result in additional fees.

05 Fees and Payment

Fees for services are set out in the applicable proposal, quote, or engagement agreement. Prices displayed on our website are starting estimates and may vary based on the scope, complexity, and duration of your specific engagement. Unless otherwise stated in writing, fees are quoted in United States dollars and are exclusive of any applicable taxes.

Invoices are due according to the schedule specified in your engagement agreement. We may require a deposit or retainer before work begins. Late payments may result in suspension of services. You are responsible for all taxes associated with the services, other than taxes based on our net income.

06 Engagement Scope and Changes

The specific deliverables, timelines, and scope of each engagement are defined in the corresponding proposal or statement of work. Any request to expand, reduce, or otherwise modify the agreed scope must be documented and may require an adjustment to fees and timelines. We are not obligated to perform work beyond the agreed scope without a corresponding written change order.

07 Intellectual Property

All content on our website, including text, graphics, logos, illustrations, interface designs, and software, is the property of Keystone or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from our website content without our prior written consent.

Deliverables prepared specifically for you under an engagement are subject to the intellectual property terms of the applicable engagement agreement. Unless otherwise agreed in writing, we retain ownership of our pre-existing methodologies, frameworks, templates, and know-how, and grant you a license to use the specific deliverables for your internal business purposes.

08 Confidentiality

Each party may receive confidential information from the other in the course of an engagement. Both parties agree to use such confidential information solely for the purpose of the engagement and to protect it with reasonable care. Confidential information does not include information that is publicly available, independently developed, or rightfully obtained from a third party without restriction. Specific confidentiality obligations may be further detailed in your engagement agreement.

09 Warranties and Disclaimers

We perform our services in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly stated, the website and our services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that the website will be uninterrupted, error-free, or free of harmful components, nor that any specific business result will be achieved through the use of our services or deliverables.

10 Limitation of Liability

To the maximum extent permitted by applicable law, Keystone and its owners, officers, employees, and contractors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, arising out of or related to your use of the website or our services, even if we have been advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or related to a particular engagement shall not exceed the total fees actually paid by you to us for that engagement during the three months preceding the event giving rise to the claim.

11 Indemnification

You agree to indemnify, defend, and hold harmless Keystone and its owners, officers, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to your misuse of the website, your breach of these Terms, your violation of any law or the rights of a third party, or your implementation of our recommendations.

12 Term and Termination

These Terms remain in effect while you use our website or engage our services. Either party may terminate an engagement in accordance with the termination provisions of the applicable engagement agreement. We may suspend or terminate your access to the website at any time if we reasonably believe you have violated these Terms. Upon termination, any fees accrued for work performed up to the effective date of termination remain payable.

Provisions that by their nature should survive termination, including intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification, shall survive.

13 Third-Party Services and Links

Our website or recommendations may reference or rely on third-party tools, suppliers, vendors, or platforms. We do not control and are not responsible for the availability, content, accuracy, or practices of any third party. Your dealings with any third party are solely between you and that third party, and we are not liable for any loss arising from such dealings.

14 Modifications to the Terms

We may revise these Terms from time to time to reflect changes in our services, legal requirements, or business practices. The updated Terms will be posted on this page with a revised "last updated" date. Your continued use of the website or our services after changes take effect constitutes your acceptance of the revised Terms. We encourage you to review this page periodically.

15 Governing Law

These Terms and any dispute arising out of or related to them or our services are governed by and construed in accordance with the laws of the State of Arizona, United States, without regard to its conflict-of-laws principles. You agree that the exclusive venue for any dispute not subject to the dispute-resolution provisions below shall be the state or federal courts located in Maricopa County, Arizona.

16 Dispute Resolution

In the event of any dispute, the parties agree to first attempt to resolve the matter informally through good-faith discussions. If the dispute cannot be resolved informally within a reasonable period, the parties may pursue resolution through the courts identified above, or through binding arbitration if both parties agree in writing. Each party is responsible for its own costs unless otherwise determined by the applicable forum.

17 Force Majeure

We shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of nature, labor disputes, supply-chain disruptions, utility or network failures, governmental actions, or other events of force majeure.

18 Severability and Waiver

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.

19 Entire Agreement

These Terms, together with any applicable engagement agreement and our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Keystone regarding your use of the website and our services, and supersede any prior understandings or agreements on that subject.