MBKI

MBKI Service Agreement.

This Agreement requires MBKI to perform routine service of the Client’s aquatic holding system. Such service is to be provided [2] two times per year, according to a schedule defined subsequently, and at the mutual agreement of both parties, and consist of the actions described in the Field Service Checklist and in accordance with MBKI System Maintenance Schedule attached herewith.

As a part of the Scope of each Service Visit, MBKI Service Technician shall perform all of those inspections, tests, service and maintenance activities as are recommended by the Manufacturer or as are required by schedule or as appear to be necessary in order to maintain the systems in their proper working order and are according to Service Technician’s professional judgment. Such efforts should not be construed by Client to abrogate it’s duties with respect to those activities that should be performed daily, weekly or other times between Service Visits as are necessary for the proper cleanliness and operation of the systems.

Service Technician shall take proactive attitude to the delivery and quality of service, making recommendations where improvements to Service and Quality can be achieved, including advising Client of possible changes to their procedures/facilities that might reasonably be expected to improve the overall condition, quality and performance of the systems being serviced.

Efforts described above will include:

1. Test Water Quality – Adjust As Necessary

2. Inspect and Service System Pump(s) and Filters (to include Biofilter(s), Mechanical Filter(s), Prefilter(s) and UV Disinfection Units) – As Required at Given Service Interval

3. Inspect and Service Electronics / Electrical Systems (if originally provided by Marine Biotech plus the TMC UV housings) – As Required

**Inspect and Service All Other System Components and Sub-Systems (if originally provided by Marine Biotech) – As Required

**A list of parts that will be necessary at each annual service visit will be provided. Parts or supplies may be delivered separately and should be made available for the MBKI service technician at the time of the scheduled service visit in order for proper service to be rendered.

Additional repairs, parts or services that are found, but not included under this agreement, will be brought to the attention of the Client. In the event extra repairs and/or parts are required, a price quote will be sent to the Client. Repairs will be made only after proper authorisation by Client or in an emergency a signed MBKI worksheet shall be used as authorisation.

MBKI shall provide detailed invoices and shall maintain, and provide upon request, backup documentation for a period of one year from the date of the respective invoices. Client shall make full payment for services within 30 days of completion of a scheduled service visit / invoice date.

Parts shall be paid for in full prior to the service taking place.

Value Added Tax, where applicable, shall be shown separately on all invoices as a strictly net charge. If MBKI brings a legal action to collect any sums due under this agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable solicitor’s fees.

3. Schedule

MBKI will work with Client to establish a mutually acceptable schedule for each service visit. Service Visits must be scheduled at least 30 business days in advance of the requested service date. Service visits cancelled by Client within 5 business days of the scheduled visit will incur a fee as well as any non-cancelled or non-reimbursable fees incurred by MBKI in its planned execution of the scheduled service visit (e.g. non-refundable hotel bookings). MBKI may, with the prior understanding and agreement of the Client, alter the scheduled date of a planned service visit.

Emergency Services or unscheduled visits between regular visits will be provided at MBKI contract Client rates for labour, travel time and mileage. Please contact our Service Team for prices.

Travel / Service Labor (Emergency Call Out charge)

Weekends and Holidays

Mileage / per Mile

Accommodation / per night

Additional Materials /  Cost plus 15%

¹ Day rates will be invoiced as a minimum of one-half day for time up to and including 4 hours (including travel time) and / per hour for each hour thereafter.

² Materials other than those considered as normal supplies and for which MBKI does not post at the time of provision. Percentage is over net invoice cost.

For Emergency calls:

During normal business hours, (Mon-Fri, 8:00am to 5:00pm): 01159 65 6699

After normal hours and holidays: 0797 049 4909

4. Warranties by MBKI

MBKI represents and warrants to Client that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance under this Agreement shall not infringe upon or violate the rights of any third party. However, Client will not determine or exercise control as to general procedures or formats necessary to have these services meet Client’s satisfaction.

5. Insurance

MBKI shall obtain and maintain during the term of this agreement insurance, including public liability, employers liability and motor vehicle liability.

A copy of MBKI insurance policies which outlines the aforementioned coverage is available on request.

6. Independent Contractor

MBKI acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. MBKI further acknowledges that it is not considered an affiliate or subsidiary of Aquatic Habitats Inc, and is not entitled to any employment rights or benefits under their cover.

7. Confidentiality

MBKI recognizes and acknowledges that this Agreement creates a confidential relationship between Client and MBKI and that information concerning Client’s business affairs, customers, vendors, finances, properties, methods of operation, documentation and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as “Confidential Information.”

8. Office Rules

MBKI shall comply with all office rules and regulations, including security requirements, when on Client premises.

9. Conflict of Interest

MBKI shall not offer or give a gratuity of any type to any Client employee or agent.

10. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the United Kingdom.

11. Owner Maintenance Requirements

The services offered and performed under this Agreement do not replace the Client’s responsibilities for routine system monitoring and maintenance as described in the Owner’s Manual. Owner Maintenance Responsibilities include (but are not limited to):

• Test Water Quality Daily / Take Corrective Action As Necessary

• Maintain Water Quality Records

• Perform Daily Water Change

• Siphon/Clean Tanks As Necessary.

• Execution of Other Maintenance Requirements As Set Forth in the Owner’s Manual (And As May Be Necessary Outside of Timed Service Intervals)

Failure to perform routine maintenance on the system may void the warranties provided by Marine Biotech and MBKI. (Marine Biotech warranty is now out of date)

12. Terms of Agreement

This Agreement shall commence on the date signed last below by Client, and shall remain in effect until all obligations under this Agreement have been completed by both MBKI and Client. The Agreement is automatically renewable each year at the written consent of both parties and at the prevailing rate schedule of MBKI assuming all obligations under the Agreement are satisfied by both parties, which rate schedule, shall be provided to Client at the completion of this Agreement.

13. Damages

In no event shall either party, including its employees, representatives, agents, suppliers, or subcontractors, be responsible for any direct, indirect, special, incidental

Or consequential damages including loss of time, injury to person or property including incidental or economic loss as result of any activities arising out of this agreement.

14. Entire Agreement and Notice

The terms and condition listed above form the entire understanding of the parties and may not be amended without the specific consent of both parties. Any notice given under this Agreement shall be sufficient if provided in writing or electronically, and acknowledged by both parties, or if sent by certified or registered mail.