TERMS OF SERVICE

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1. Scope: This TERMS OF SERVICE represents the general terms agreed to and accepted by Martin Industrial Site Services, LLC (herein referred to as “Company”) and any other party that contacts company to perform work (herein referred to as “Client”). The specific Purchase Order and/or Project Description may include other terms not contained here. In the event of any disagreement between this document and the Purchase Order or Project Description, this document is subservient only in the areas where specifically contradicted.

2. Governing Law: This agreement is governed by Missouri Law.

3. Disputes arising out of Terms of Service: Any disagreements, disputes or other matters that arise from the terms of this agreement will be settled by binding arbitration in the State of Missouri. Company will choose an appropriate, established arbitration company or arbitrator at the time of any dispute, and will make the arbitration company/arbitrator known to client within 2 weeks of client asking for their name. Company and Client agree to be bound by decisions of the arbitrator.

4. Use of Subcontractors: In the course of their business, Company may hire 3rd parties to perform specific services. These 3rd parties will adhere to the terms of this agreement. Independent contractors and/or 3rd-parties contracted by Client that Company may need to work with will also adhere to the terms of this agreement.

5. Description of Services & Cost Estimate: Company will provide Customer with a “Project Description.” The project description will detail the work Company will perform for Client. Before starting work, Company will provide an estimated cost (also referred to as “estimate”) to the Client. In order to provide an accurate estimate, Client agrees to provide all information Company may need, including but not limited to: description of problem, access to location of problem, make and model of any equipment and installations, spec sheets for equipment, previous service work or repairs performed on equipment, previous known problems with equipment, and any other reasonable requests for information made by Company or their contractors. 

6. Acceptance of Estimate: Once Client accepts the estimate as provided, they will issue a Purchase Order. Company will not begin any work until the Purchase Order has been received. The Purchase Order can be an affirmative reply to the Estimate.

7. Licensing: Client will obtain and maintain any licenses, permissions or other consent needed by any institution, governmental or non-governmental, for Company to complete the project as described in the Estimate. Client will make sure any licenses, permissions or other consents are kept current and will let Company know if any are going to expire before the work is complete. Client will be responsible for any fines or other damages Company may incur if these licenses, permissions or consents are not procured or maintained. In the event of a change to the Work, as described in paragraph 9, Client will be responsible for determining any impact to the licenses, permissions or consents needed to complete the project.

8. Power and Access to Project Location: Client warrants that they will provide unencumbered access to the work location. Company will let Client know areas Company will need to access. Client will be responsible in providing safe, consistent access to any locations Company identifies. Client understands that as the project progresses Company may identify more areas they need to access, and these terms apply to any new area so identified. Client also warrants that Company will have access to adequate, consistent power supply, and Client will ensure that the SCADA, PLC and/or DCS on-site are fully operational when Company will perform their work. Client understands that Company’s proposal and work are limited to systems that can be tested for accuracy at that time.

9. Changes to Work Service and Estimate: Client and Company agree that any information listed in paragraph 5 not made known to Company at the time they prepare their estimate, or any similar information that affects the scope of proposed work and/or the cost of the proposed work not made known to Company at the time they prepare their estimate, whether such information is known by Client or not, can impact the accuracy of Company’s estimate. If any information is discovered by Client or Company after the estimate is prepared, the discovering party will notify the other party immediately. If this impacts the estimate of the work or the cost, or both, Company will notify Client of these changes. Client understands that any delays in providing this information will delay the Company’s work, and this can add to the proposed cost or delay completion of the project. If Company requires an action or information, either listed above or in similar nature, and has requested this action or information from Client, Client understands that any delay in providing this information or action prevents Company from completing their work, and this delay in the project does not constitute a breach of the agreement on Company’s part, and may also change the cost of the project. Company is not liable for any damages Client may acquire in the above described situations, or in similar situations.

10. Completion of Work: Company will notify Client when work is completed. Company will include any further directions for Client in this notification. Company will arrange a walkthrough with Client at this time or Client can agree no walkthrough/inspection is needed.

11. Warranty and Limitation of Liability: Company warrants that all work will be done in a professional manner, with reasonable care and skill. Any violation of this warranty must be reported to Company within 14 days of Client noticing the violation or 1 year from the date the work was invoiced, whichever date is shorter. Company will not be liable for any violation of this warranty that is due to: Company’s reliance upon incorrect or incomplete information or documents provided by Client, Client not following Company’s written or oral instructions, any alteration to work done by Client or a 3rd-party not under the direct control of Company, or any action by Client that is negligent or otherwise does not comply with expected use of Company’s work. Any warranty not expressly detailed in this agreement is denied. This warranty does not extend to any parts or equipment that may be used in completion of the work. Company’s liability for any breach of warranty shall be limited to the cost of the work, as detailed in paragraph 5. Company will not be liable to Client for any loss of profit, nor for any punitive or further damages suffered by Client.

12. Insurance: Upon request, Client will supply proof of insurance to Company, and Company will provide proof of same to Client.

13. Confidentiality: Client and Company understand that the nature of their work requires them to share documents, standards, procedures and other work-product with each other. Client and Company both agree to keep any information related to the above or any items of a similar nature confidential, using a reasonable standard of care. Client and Company agree that they may need to make such information known to 3rd-parties or subcontractors to complete the work project, and agree that these parties will also protect the information as described above.

14. Intellectual Property: Nothing in this agreement nor in any other communication between Company and Client shall give either party a share in the other’s intellectual property. Client may be given an irrevocable and perpetual license to use certain intellectual properties owned by the Company, but has no title or other ownership rights in these properties. 

15. Billing: Upon the Completion of Work as described in Paragraph 10, Company will send Client an invoice. Payment of the amount listed on the invoice is due within 30 days of the date the work was completed. If payment is not received within 30 days, a late fee will be included in the amount due. The late fee is 1% of the fee due. There will be an additional 1% fee added to the total each month the fee remains unpaid. An itemized invoice will be made available upon request, but this will not pause, reset or otherwise change the payment due dates.

16. Amendment of this Agreement: Any portion of this agreement may be amended by mutual consent of both parties. Any amendment shall be documented in writing, either on this document or in a separate writing. Amendment via electronic communication (i.e. email, text, etc.) is acceptable if the amended terms and acceptance of the amended terms are clearly articulated and accepted by both parties.

17. Cancellation of Agreement: This contract may be cancelled by either party before issuance of a PO, as described in paragraph 6. Upon acceptance of a PO, this agreement may only be cancelled by mutual agreement, in writing, of both parties, unless cancellation is due to either insolvency by either party or a “Force Majeure Event,” as defined by Missouri law. If work was started before this cancellation, Client is responsible for paying a prorated amount of the quote.