Terms and Conditions – Architecture

for the provision of services by
S.N.O.W. Planning and Project Management GmbH
(November 2022 version)

════════════════════════════════════════
1. APPLICABILIT
════════════════════════════════════════

1.1. S.N.O.W. Planungs und Projektmanagement GmbH (hereinafter referred to as “SNOW”) provides all services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between SNOW and the client, even if no express reference is made to them.

1.2. The version of the General Terms and Conditions in effect at the time the contract is concluded shall apply. The currently valid version is available on the website www.snow.at. Any deviations from these terms and conditions, as well as any other supplementary agreements with the customer, are only effective if they have been confirmed in writing by SNOW.

1.3. Any terms and conditions of the customer shall not be accepted, not even implicitly, unless otherwise expressly agreed in writing on a case-by-case basis.

1.4. Should any provision of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions or of the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that most closely reflects the meaning and economic purpose of the provision in question.

1.5. Some of the provisions contained in these Terms and Conditions do not apply if the customer is a consumer as defined in Section 1(1) of the Consumer Protection Act. The excluded provisions are listed in the respective sections. In addition, SNOW draws attention to the consumer’s right of withdrawal as set forth in Section 14 of these Terms and Conditions.

════════════════════════════════════════
2. PRELIMINARY PERFORMANCE, OFFERS, AND CONCLUSION OF THE CONTRACT
════════════════════════════════════════

2.1. If SNOW has been invited to provide a concept or other preliminary work without a specific offer having already been prepared, these services shall be compensated at an hourly rate. SNOW shall provide the hourly rate and the estimated cost to the client in advance in simple written form (via email or similar); otherwise, the hourly rates customary in the local area shall be deemed agreed upon.

2.2. Offers made by SNOW are subject to change and non-binding unless they are expressly designated as binding. Verbal commitments, side agreements, and the like that deviate from these Terms and Conditions or other written declarations of intent issued by SNOW—in particular those made by SNOW’s employees or other agents—are not binding on SNOW. The content of brochures, advertisements, etc., used by SNOW does not form part of the contract unless expressly referenced in writing (this does not apply to contractual relationships entered into with consumers).

════════════════════════════════════════
3. COST PLANNING/COST ESTIMATES and SCOPE OF WORK
════════════════════════════════════════

3.1. All cost estimates are based on the approximate unit prices (m², m³, running meters, pieces, packages, etc.) that, based on experience, are typically achievable at the time of preparation. More precise cost estimates can only be provided once the detailed plans are available and the materials, construction methods, fixtures, special requests, current prices, and quantity surveys have been finalized; they also depend on the availability of capacity among the respective professionals. S.N.O.W. does not provide any warranty or guarantee for these estimates. The exact construction costs will only be determined after all trades have been put out to bid and the client has accepted the bids within the bid submission period. Additional costs may arise during renovations, particularly due to issues with the existing structure that come to light later, or during new construction, particularly during excavation (ground conditions).

(Cost planning involves estimating the effort required and outlining the anticipated costs of the individual activities or work packages involved in carrying out the project. The cost estimate serves as a forecast of the anticipated price at which the services specified in the contract documents can be obtained under competitive conditions.)

3.2. The scope of the services to be provided is set forth in the respective service description in SNOW’s proposal and the accompanying attachments. Any subsequent changes to the scope of services require written confirmation from SNOW.

════════════════════════════════════════
4. ORDER PROCESSING and CUSTOMERS’ OBLIGATION TO COOPERATE
════════════════════════════════════════

4.1. The client shall provide SNOW, in a timely and complete manner, with all information and documents necessary or useful for the provision of services. The client shall inform SNOW of all circumstances necessary or useful for the execution of the order. The client shall bear the costs incurred if SNOW’s work must be repeated or is delayed as a result of incorrect, incomplete, or subsequently changed information.

4.2. The customer is obligated to review the information provided for the execution of the order (existing photos, plans, etc.) for any copyrights or other third-party rights (rights clearance) and warrants that the information is free of third-party rights and may therefore be used for the intended purpose. If SNOW is held liable by a third party due to such a rights infringement, the customer shall indemnify and hold SNOW harmless and undertakes to fully support SNOW in defending against any claims by third parties.

════════════════════════════════════════
5. SPECIALISTS | CONTRACTING THIRD PARTIES
════════════════════════════════════════

5.1. SNOW will, in consultation with the client—or, in cases of urgent necessity, at its own discretion—engage specialized experts (e.g., in building physics, structural engineering, surveying, geotechnical investigations, lighting design, building services, etc.), to the extent required in each individual case, on behalf of and for the client. Payment for the services rendered by these specialists shall be made directly by the client to the respective specialists and is not included in SNOW’s fee.

5.2. SNOW is entitled, at its sole discretion, to perform its own services, to engage qualified third parties as agents in the performance of the contractual services, and/or to have such services performed by third parties (“Third-Party Services”).

5.3. When engaging third parties to provide external services, SNOW will do so either in its own name or on behalf of the client. SNOW will carefully select such third parties and ensure that they possess the necessary professional qualifications.

════════════════════════════════════════
6. DATES and DEADLINES
════════════════════════════════════════

6.1. Unless expressly agreed to be binding, deadlines and dates are only approximate and non-binding, and are binding only if they have been previously confirmed in writing by SNOW and designated as binding.

6.2. If SNOW’s performance is delayed for reasons beyond SNOW’s control, such as delays on the part of the customer, events of force majeure, and other unforeseeable events that cannot be averted by reasonable means, SNOW’s performance obligations shall be suspended for the duration and to the extent of the hindrance, and the performance deadlines shall be extended accordingly. In cases of force majeure, the Customer and SNOW are entitled to withdraw from the contract if the delays last longer than two months.

6.3. If SNOW is in default, the customer may only withdraw from the contract after having set SNOW a reasonable grace period of at least 14 days in writing and this period has expired without result. Claims for damages by the customer due to non-performance or default are excluded, except in cases of proven intent or gross negligence (this does not apply to contractual relationships entered into with consumers).

════════════════════════════════════════
7. FEES, ADDITIONAL SERVICES, AND INCIDENTAL COSTS
════════════════════════════════════════

7.1. The amount of the fee is based on the proposal and any other written agreements. The fee is a net fee, plus value-added tax at the statutory rate and out-of-pocket expenses.

7.2. Unless otherwise agreed in individual cases, SNOW is entitled to a fee at the market rate for the services rendered, and SNOW’s claim for payment arises for each individual service as soon as it has been rendered.

7.3. All services provided by SNOW that are not expressly covered by the agreed-upon fee must be paid for separately by the client. Additional services resulting from changes beyond SNOW’s control that require the reworking or revision of individual sections—in particular due to regulatory requirements, changes to relevant regulations and laws, or changes based on existing conditions (existing structures, ground risk), guidelines from avalanche and torrential stream agencies, expenses for commercial permits, and changes in the client’s requirements, shall be compensated additionally in accordance with the increased scope of services. The client shall also reimburse SNOW for any out-of-pocket expenses incurred in connection with the assignment.

7.4. Unless otherwise specified in the proposal, SNOW’s fee is always based on net production costs. If the fee offered by SNOW is based on net production costs, the following rule applies: In the event that the net production costs decrease during the course of the project, the client is not entitled to reimbursement for the service phases billed up to that point.

7.5. General incidental costs and expenses are covered by the fee. Exceptions include air and sea travel, necessary overnight stays, and allowances for difficult travel conditions, as well as other necessary travel that has been agreed upon in advance. Furthermore, government fees, model construction, and similar items are not included in the fee specified in the contract and must be paid separately.

════════════════════════════════════════
8. INVOICING, PAYMENT, AND RETENTION OF TITLE
════════════════════════════════════════

8.1. SNOW is entitled to issue partial invoices based on service milestones or as a percentage of the respective service milestones.

8.2. Invoices from SNOW are due for payment within eight days of receipt, without any deductions, unless special payment terms are agreed upon in writing in individual cases. This also applies to the reimbursement of all out-of-pocket expenses and other costs.

8.3. In the event of late payment by the customer, statutory default interest shall apply. Furthermore, in the event of late payment, the customer agrees to reimburse SNOW for any reminder and collection fees incurred, to the extent that such fees are necessary for the appropriate legal pursuit of the claim. This does not affect the assertion of any further rights or claims.

8.4. In the event of a delay in payment by the customer, SNOW may also demand immediate payment for all services and partial services rendered under other contracts concluded with the customer.

8.5. Furthermore, SNOW is not obligated to provide any further services until the outstanding amount has been paid (right of retention). The obligation to pay fees remains unaffected.

8.6. All items and documents (plans, calculations, etc.) are handed over to the client by SNOW subject to retention of title and remain the property of SNOW until full payment has been made. Documents and renderings created by SNOW on behalf of the client may be reclaimed by SNOW immediately, for a limited time, or permanently in the event of late payment. SNOW shall be fully indemnified against any consequential damages incurred by the customer or third parties.

8.7. The customer is not entitled to set off its own claims against claims by SNOW, unless the customer’s claim has been acknowledged in writing by SNOW or has been established by a court.

════════════════════════════════════════
9. TERMINATION OF THE AGREEMENT
════════════════════════════════════════

9.1. SNOW is entitled to terminate the contract for good cause with immediate effect. Good cause exists, in particular, if

a. the performance of the service becomes impossible for reasons attributable to the customer, or is further delayed despite the setting of a grace period of 14 days;

b. the customer, despite a written warning setting a grace period of 14 days, breaches material obligations under the contract, such as payment of an amount due or obligations to cooperate;

c. there are legitimate concerns regarding the customer’s creditworthiness or the financing of the commissioned service, and in such cases the customer fails to provide either an advance payment or other acceptable security upon SNOW’s request.

9.2. In the event of early termination of the contract by SNOW, the client shall pay for the services rendered by SNOW up to that point in accordance with the fee agreement and reimburse all costs incurred. Furthermore, the client shall indemnify and hold SNOW harmless from any claims by third parties, in particular by SNOW’s contractors.

9.3. The client has the right to withdraw from the contract without providing a reason upon completion of the planning phase that was in progress at the time of termination. The withdrawal must be made in writing. All services rendered by SNOW up to the date of the notice of termination will then be invoiced as a final invoice, accompanied by a simple breakdown of hours worked. This provision applies to termination of the contract during the architectural planning phases—such as the study, preliminary design, design, and submission planning—as well as the interior design phases—such as the concept, custom furniture, standard furniture with decoration, and project management. In all other cases of early termination, SNOW retains the right to the contractual fee, subject to the deduction of saved expenses. Unless SNOW can demonstrate a higher proportion of saved expenses in an individual case, these shall be agreed upon as 40% of the fee for the services not yet rendered by the contractor.

9.4. Contracts entered into by SNOW with third parties for the purpose of fulfilling services may be terminated only in accordance with the terms and conditions of the third-party provider, and in the event of termination of the contract for any reason whatsoever, the customer must fully indemnify and hold SNOW harmless from any claims by third parties.

════════════════════════════════════════
10. INTELLECTUAL PROPERTY AND COPYRIGHT
════════════════════════════════════════

10.1. Plans, sketches, cost estimates, and all other documents, such as brochures, models, catalogs, samples, presentations, and the like, remain the intellectual property of SNOW. Any use beyond the agreed-upon purpose—in particular, disclosure, reproduction, publication, and making such materials available to others, including copying even in part—is expressly prohibited.

10.2. The acquisition of rights of use and exploitation of SNOW’s services is in all cases contingent upon the Customer’s full performance of the contract, in particular full payment of the fees invoiced by SNOW. If the Customer uses SNOW’s services prior to this point in time, such use is based on a loan agreement that may be revoked at any time.

10.3. The client is required to credit SNOW as the author in any publications or announcements regarding the work provided by SNOW.

10.4. If the services provided by SNOW contain ideas that do not yet qualify as a work under copyright law, but serve as the basis for anything created later—even without SNOW’s involvement—(such as elements or architectural features that are unique and give the building its distinctive character), these services are also subject to SNOW’s intellectual property protection and may therefore be used by the client only in exchange for reasonable compensation.

10.5. Suggestions made by the customer and his or her other contributions do not give rise to any co-authorship rights in SNOW’s work.

════════════════════════════════════════
11. LABELING
════════════════════════════════════════

11.1. SNOW is entitled to indicate its authorship on all plans, images, and other representations created by SNOW, without the customer being entitled to any compensation for this.

11.2. Subject to the Customer’s right to revoke this in writing at any time, SNOW is entitled to refer to its current or former business relationship with the Customer (reference) in its own advertising materials (print and media) and, in particular, on its website.

11.3. SNOW is entitled to display its own banners, advertising posters, and similar materials at construction sites or job sites for the entire duration of the construction work.

11.4. In addition, SNOW is entitled to publish the services provided for the client, including photographs, on its own website (www.snow.at) as well as in publications, on social media channels, and similar platforms without naming the client or infringing upon the client’s privacy. Therefore, the project as presented must not allow for any direct connection to be made to the client or the location. This right also includes the right to publish photographs.

11.5. SNOW is entitled, without the customer’s consent and free of charge, to take photographs and create photographic works of the customer’s property during all phases of construction and of the completed property, and to use and publish these for advertising and marketing purposes of any kind, in any media (including on the Internet and on social media platforms), without any restrictions as to time or location. In doing so, SNOW will respect the customer’s privacy.

════════════════════════════════════════
12. WARRANTY and DAMAGES
════════════════════════════════════════

12.1. If the customer is a business, the customer must report any defects in writing, describing the defect, without delay and in any case within eight days of delivery or performance by SNOW; hidden defects must be reported within eight days of their discovery; otherwise, the service shall be deemed accepted. In this case, the assertion of warranty and damage claims, as well as the right to rescind the contract due to defects, is excluded.

12.2. In the event of a valid and timely notice of defects, the customer is entitled to have the service rectified or replaced by SNOW. SNOW will remedy the defects within a reasonable period of time, provided that the customer enables SNOW to take all measures necessary for the investigation and rectification of the defects. SNOW is entitled to refuse to remedy the defect if doing so is impossible or would involve a disproportionately high effort on SNOW’s part. In this case, the customer is entitled to the statutory rights of rescission or reduction.

12.3. SNOW shall be liable to the customer only in cases of willful misconduct or gross negligence. The maximum liability per order is limited to €1,000,000. Compensation for lost profits is excluded in all cases.

12.4. SNOW assumes no liability whatsoever for price risk or any resulting consequences. Such consequences may include, among other things:

a. Price increases during the bidding phase and deviations from previous cost estimates

b. Additional expenses during the bidding phase, if no bids acceptable to or accepted by the client have been received after the first round of bidding

c. Delays in the start of construction, delays during construction, and resulting additional expenses

d. The possible causes of price increases listed under “Cost Estimate and Scope of Services”

12.5. If the customer is a consumer, the statutory provisions regarding the obligation to report defects and the warranty shall apply.

════════════════════════════════════════
13. PRIVACY POLICY
════════════════════════════════════════

13.1. The customer agrees that his or her personal data may be collected, stored, and processed by automated means for the purposes of fulfilling the contract and providing customer service, as well as for SNOW’s marketing purposes—such as sending offers and referring to the customer’s current or past business relationship (reference).

13.2. The customer agrees to receive electronic mail for promotional purposes until such consent is revoked. This consent may be revoked at any time in writing via email, fax, or letter to the contact information listed in the header of the Terms and Conditions.

════════════════════════════════════════
14. PLACE OF PERFORMANCE, APPLICABLE LAW, AND VENUE
════════════════════════════════════════

14.1. The legal relationship between SNOW and the customer, as well as all mutual rights and obligations arising therefrom, are governed by Austrian substantive law, excluding conflict-of-laws provisions and the United Nations Convention on Contracts for the International Sale of Goods.

14.2. The place of performance for all planning services is the registered office of SNOW and its branch offices.

14.3. The court with subject-matter jurisdiction over SNOW’s registered office shall be the agreed venue for all legal disputes arising between SNOW and the Customer (this provision does not apply if the Customer is a consumer). Notwithstanding the foregoing, SNOW is entitled to bring an action against the Customer at the Customer’s general venue.

════════════════════════════════════════
15. CANCELLATION and WITHDRAWAL in CONSUMER TRANSACTIONS
════════════════════════════════════════

15.1. If the customer is a consumer, he or she has the right to rescind his or her declaration of intent to enter into the contract within two weeks of the contract’s conclusion. The rescission need not include a reason and must be communicated to SNOW in writing or by returning the service or goods received; timely mailing is sufficient to meet the deadline.

15.2. SNOW reserves the right to begin performing the contract only after the two-week cancellation period has expired.

════════════════════════════════════════
16. FORCE MAJEURE
════════════════════════════════════════

16.1. SNOW is not responsible for failures to perform on its part due to force majeure, such as schedule delays, construction delays, delays in completion, etc. All resulting consequences, including, in particular, additional costs and delays in meeting deadlines, shall be borne entirely by the customer.

16.2. Force majeure occurs when an event causing damage arises from external causes—that is, when the cause of the event does not lie in the nature of the property at risk—and the event cannot be averted or rendered harmless even by exercising the utmost reasonable care (e.g., a pandemic, war and war-like conditions, a strike, natural disasters, etc.).

16.3. SNOW will notify the customer if events of force majeure of any kind affect the work or service (e.g., delays, additional costs).

════════════════════════════════════════
17. SPECIFIC PROVISIONS REGARDING CONSTRUCTION
════════════════════════════════════════

17.1. The Client acknowledges the standards and guidelines, as currently in effect, regarding “Tolerances in Building Construction.” Should the Client desire tighter tolerances, this must be actively specified by the Client and communicated to SNOW in writing prior to the request for proposals and award of the contract. Otherwise, SNOW assumes no liability whatsoever for any subsequent alleged complaints regarding the topic of “Tolerances in Building Construction.”

17.2. The client is aware that, depending on the materials used and the surface quality specified for walls, ceilings, and floors, a wavy appearance may result under oblique lighting. If higher standards are required, this must be actively communicated to SNOW in writing. Otherwise, for example, in the case of drywall systems, surface quality Q2 is assumed as the standard.

17.3. It is expressly noted that SNOW’s contract does not include the assumption of responsibility for the construction site management (Bau-KG) or any safety and health (SiGe) measures, nor is SNOW responsible for arranging for these activities to be performed by third parties.

17.4. SNOW provides the Client and the Contractor with contracts for work and services for the respective construction projects. These contracts were drafted in their basic form by legal professionals and tailored by SNOW to include the details and provisions of the respective project. The client must review the contracts and actively notify SNOW in writing of any requested changes. If no requests for changes are submitted to SNOW, SNOW assumes that the contract is fully understandable to the client and that specific provisions (e.g., provisions regarding ÖNORM B2110 or restrictions on technical ÖNORMs) were also intended. SNOW expressly disclaims any liability arising from contractual errors or resulting disputes based on these contracts.

17.5. SNOW expressly does not maintain construction logs within the scope of standard construction management services and is not obligated to do so under the scope of work for standard construction management. Should the Client nevertheless wish for construction logs to be maintained, this must be requested separately in writing and compensated as work performed on a time-and-materials basis. In the event that no separate order is placed, SNOW expressly assumes no liability for any resulting disputes.

17.6. If the contract does not include a separate service item titled “Project Management,” all responsibilities related to project management expressly rest with the client and not with SNOW.

17.7. As part of its construction management duties, SNOW prepares construction meeting minutes, notification letters, or emails designated as such, which are made available to both contracting parties (the Contractor and the Client). Joint documentation, as defined in ÖNORM B2110, Section 6.2.7.1, will not be prepared. The documentation prepared in accordance with the methods described above (construction meeting minutes, notification letters, emails, etc.) will be delivered as soon as possible. This documentation shall be deemed confirmed by the contracting parties unless an objection is raised in writing (via email) within 14 days of the date of delivery. In the event of an objection, the parties shall immediately seek to reach a mutually agreed-upon clarification of the disputed documentation. The client may maintain a construction log in which all events relevant to the performance of the contract are documented. This construction log shall generally be made available to the contractor for review on each workday, or at least once a week.

17.8. Communication between the Client and ÖBA/Architektur during the course of construction must take place in writing or by telephone. Social media platforms such as WhatsApp are excluded. Only written communications, such as emails, are considered valid for documentation purposes.

17.9. Upon expiration of the warranty period (e.g., 3 years from the date of acceptance in Austria), a final inspection must be conducted. If the client does not submit a written request to SNOW regarding the final inspection, SNOW will assume that no defects occurred during the warranty period or that the client is in direct consultation with the contractor. Upon expiration of the warranty obligation, the contractor’s contractual obligations shall be deemed to have been duly fulfilled.

10/17. The Client confirms that it will take out comprehensive construction insurance to cover the construction work, with SNOW’s services included in the scope of coverage.

════════════════════════════════════════
18. CURRENT STANDARDS | SUPPLEMENTARY DOCUMENTS
════════════════════════════════════════

18.1. Under the current contractual relationship, the applicable and required standards are available to the Client. SNOW is responsible for providing the data. Disclosure of this data to third parties is prohibited; the documents are intended solely for the Client’s use.

18.2. SNOW makes no warranty regarding the completeness of the data or the current versions of the documents.

END Version: November 2022