General Terms & Conditions

Basic Services as agreed:

1.1 The Client engages Level5 Renovation Sàrl, hereinafter the "Architect", or "Level5" to provide the services specified in these terms and conditions, the Agreement for Professional Services and attached schedules.

1.2 The Architect shall provide Construction and Project Management services during the Client's renovations.

1.3 The Architect shall coordinate its services with those services provided by the Client's other consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Client and the Client's consultants.

1.4 The Client and Architect shall mutually be entitled to rely on the accuracy and completeness of each other's information. Should either party become aware of any error, omission or inconsistency in such services or information, each party should provide prompt written notice.

1.5 The standard of care for all professional services performed or furnished by Architect/Consultant under this Agreement will be the skill and care used by members of Architect's/Consultant's profession practicing under similar circumstances at the same time and in the same locality. Any other standard of care is expressly disapplied and/or excluded. Architect/Consultant makes no warranties, express or implied, under this Agreement or otherwise, in connection with Consultant's services.

1.6 The Architect shall review shop drawings and material samples for general conformance with the design concept set forth in the Construction Documents.

Instruments of Service:

2.1 Drawings, Specifications, documentation, and other materials, including those in electronic form, prepared by the Architect and Consultants, including those prepared by the Interior Designer, are Instruments of Service for use solely with respect to this Project. The Architect and Consultants shall be deemed the authors and Clients of their respective Instruments of Service and shall retain all rights accorded under applicable law, including copyrights.

2.2 The Client shall not use the Instruments of Service for future additions or alterations to this Project or for other projects unless the Client obtains the prior written agreement of the Architect and Consultant(s). Any unauthorized use of the Instruments of Service shall be at the Client's sole risk and without liability to the Architect and Consultants.

3.1 The Client shall provide full information in a timely manner, including a written program setting forth the Client's design objectives, schedule, budget, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. The Client understands that delays by the Client may delay performance of the Architect, and Architect's time to perform shall be extended if such delays occur.

3.2 The Client shall furnish surveys to describe physical characteristics, legal limitations, and utility locations for the site of the Project, and a written legal description of the site in each case where required by the Architect in order to perform services under this Agreement.

3.3 The Client shall furnish the services of structural, mechanical and/or geotechnical engineers if/when such services are requested by the Architect.

3.4 The Client shall pay for structural, mechanical, and chemical tests directly; tests for air and water pollution; tests for hazardous materials; and other laboratory and environmental tests, inspections and reports required by law or this Agreement.

3.5 The services, information, surveys, and reports shall be furnished at the Client's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof.

3.6 The Client shall provide prompt written notice to the Architect of any design changes or if the Client becomes aware of any fault or defect in the Project, including any errors, omissions, or inconsistencies in the Architect's deliverables. It is understood that design changes affect the delivery timeline of the Project, require changes to Project scope and are likely to result in additional costs.

3.7 If the estimated cost exceeds the budget, the Client shall:

• Increase the budget for the Cost of the Work;
• Cooperate in revising the Project scope and quality as required to reduce the Cost of Work and authorize a Change in Services; or
• Terminate the Project in accordance with Article 4.

4.1 This Agreement may be terminated by either party upon not less than ten (10) working days written notice at any time.

4.2 In the event of termination not arising from the fault of the Architect, the Architect shall be compensated for services performed prior to termination.

4.3 Failure of the Client to make payments to the Architect in accordance with this agreement shall be considered cause for termination, or, at the Architect's option, cause for suspension of performance of services under this Agreement.

4.4 In the event of a suspension of services due to failure of the Client to make payments to the Architect, the Architect shall have no liability to the Client for delay or damage caused to the Client because of such suspension in services.

5.1 This Agreement shall be governed by Swiss law.

5.2 The Architect and Client shall in the first instance endeavor to resolve any dispute amicably.

5.3 If a dispute cannot be resolved amicably, the Architect and Client shall endeavor to resolve claims, disputes, and other matters in question between them through mediation, which shall be conducted by a mutually selected mediator who is fluent in English.

5.4 The parties shall equally share mediation costs and filing fees. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon.

6.1 The Architect and Consultants shall not be liable for any loss or damage unless a claim is formally made upon the Architect before the expiration of the earliest as applicable of (i) one year after termination of this Agreement; (ii) one year after the date of final completion of the Architect's services on the Project or (iii) one year after the date of Substantial Completion of the Project.

6.2 To the maximum extent permitted by the law, the Architect's and Consultant(s) liability to the Client for any loss or damage shall be limited to the amount of applicable insurance coverage available to pay the award at the time of settlement or judgment or, in the event of an uninsured claim, to the amount of payment received by the Architect under this Agreement.

6.3 This Agreement shall govern all activities between Architect and Client. Absent an express written variation of any provision of these General Terms and Conditions in any contract document, these General Terms and Conditions shall prevail.

6.4 In the event that Architect is requested, and Architect / Contractor agrees to install Client provided items, Architect and its consultant(s) shall have no liability with respect to such installation.

6.5 If this Agreement provides for any construction phase services by Consultant, it is understood that the Contractor, not Architect/Consultant, is responsible for the construction of the project, and that Architect/Consultant is not responsible for the acts or omissions of any contractor, subcontractor or material supplier; for safety precautions, programs or enforcement; or for construction means, methods, techniques, sequences and procedures employed by the Contractor.

6.6 Architect shall be entitled to photograph the Project at various stages including following completion and use derived images for Architect's business purposes, including promotional purposes.

6.7 The client accepts, with their signature of the proposal, that Level5 Renovation Sàrl affixes a sign to their fence/hedge with the name of the company (approx. dimensions 30 × 42 cm).

7.1 Reimbursable costs shall include out of pocket costs including, without limitation, reproductions of drawings, postage, delivery, long-distance telephone services, renderings, translations, models or mockups, professional photography (as requested by Client), specifications and travel to and from the job site. Additionally, postage, bank fees and accountancy fees charged to Architect or Consultant(s) shall be reimbursable. All reimbursable expenses shall be at the actual expense incurred by the Architect or the Consultants without markup. The Architect shall not incur costs and expenses on behalf of the Client, nor obligate the Client, without the Client's prior consent.

7.2 Billing will occur as noted in the "Agreement for Professional Services". The signed contract and all applicable written notices shall be mailed or hand delivered to:

Wire transfers can be made to the following account:

8.1 Agreement: These General Terms and Conditions, any proposal from the Architect, which is accepted by the Client, any change order entered into between the Architect and the Client and any other contract document between the Architect and Client.

8.2 Construction Documents: Drawings, Specifications and Contract Documents prepared by the Architect, Interior Designer, or Local Architect that set forth, in detail, the requirements for construction of the Project.

8.3 Architect: Entity responsible for the management of the Project.

8.4 Cost of the Work: The total cost or, to the extent the Project is not completed, the estimated cost to the Client of all elements of the Project designed or specified by the Project Team. Cost of the Work does not include the compensation of the Architect or Filing Architect or the Consultants of either, the costs of the land and financing, or other costs that are the responsibility of the Client.

8.5 Product Data: Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Architect to illustrate materials or equipment for some portion of the Work.

8.6 Samples: Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged.

8.7 Shop Drawings: Shop drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Architect or a subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work.

8.8 Substantial Completion: Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the contractual requirements so that the Client can occupy or utilize the Work for its intended use.

8.9 Work: Work means the construction and services required by the contractual requirements, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided, or to be provided, by the Contractor or Consultants to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project.

8.10 Instruments of Service: Instruments of Service are Drawings, Specifications, documentation and other materials, including those in electronic or handwritten/sketch form, prepared by the Architect and Consultant(s), including those prepared by the Interior Designer, Land Surveyor, Civil Engineer, and are for use solely with respect to this Project.

9.1 Owner understands and agrees that all communications concerning the job status, job changes, pricing, or any other job issues outlined in this Contract, will only be between the Owner and Level5 Renovation (job superintendent or principals). Level5 will not be held liable for any discussions or agreements made between Owner and any other parties including Level5 hired sub-or-specialty contractors, Level5 suppliers or other. The parties will agree at the outset the language of communication for the project (English or French). Any costs of translation shall be reimbursable to Architect in accordance with Article 7.1.

9.2 Level5 will not be responsible for any bills, charges, debts, invoices, or other encumbrances incurred in, on, or for this job by anyone other than Level5 or its immediate authorized employees.

9.3 Owner, Owner's agents, or any other parties, are prohibited from directing, or attempting to direct, in any way, the progress of the work. They are also prohibited from securing labor, materials, subcontractors or other items that substitute or supplant those included herein unless specifically authorized in writing by Level5. Any questions, problems, or requests for changes of work will be directed solely to the Level5 job superintendent.

9.4 Owner shall be solely responsible to pay any and all Contractors and Consultants for work performed at Owner's direction without the written authority of Level5, and Owner shall indemnify, defend and hold Level5 harmless from loss or liability which results from claims or any subcontractors or others arising from the performance of such work.

9.5 In addition, Owner will be solely responsible for all costs resulting from delays or interference on the part of the Owner, Owner's agents, or Owner-solicited subcontractors working on this job. All resulting corrective work, including labor, materials, subcontract or any other costs and construction liens resulting from that work will be the sole responsibility of the Owner at the rate of cost plus 25%.

9.6 Owner(s) understand(s) and agree(s) not to affect any side arrangements or separate Contracts with any of the employees, vendors, or subcontractors performing work on this job, except as provided by Level5 pursuant to the terms of this Contract. Any such agreement must be approved by Level5 prior to such agreement or contract, in writing, and the Owner(s) may not hold Level5 responsible for the quality of workmanship and materials utilized by these persons. The Owner(s) will also be responsible for any delay caused by the use of outside contractors or other persons.

9.7 If Owner enters into such side agreement, without the expressed written agreement of Level5, then Owner agrees to pay Level5 30% of the cost of such work, prior to the job moving forward from the start date of that work.

10.1 Without invalidating this agreement, Owner may order extra work or change the existing Contract by the use of a Change Work Order. A change may consist of additions, deletions, or modifications to the original contract work (the Contract sum and the Contract time being adjusted accordingly), providing the document is mutually agreed to and signed by both the Owner and Level5. Such modifications to the original Contract, or subsequent Contracts or Change Work Orders may only occur with a signed Change Work Order. This change of work order may change the job completion date.

10.2 Only one (1) signature from each respective party to this agreement shall be necessary to execute the change order.

10.3 Owner(s) understand(s) a design/estimating and coordination fee of 140 CHF/hour will be incurred on the design, drafting and pricing of the change or additional work, whether the change is elected or not by the Owner(s).

10.4 Level5 will not be liable for any changes made without a completed and signed Change Work Order. Level5 will not be liable for any agreements made between the Owner and any party(s) other than Level5.

11.1 Owner has read, understands, and agrees with the total payment schedule as shown in this agreement. Owner will pay Level5 the initial investment, progress payments, change orders, and the final payment, as per this agreement and without retention. Final payment of the entire Contract price including any change orders is due on the day of SUBSTANTIAL COMPLETION of the work and/or by use of the Owner.

11.2 If net amount due on progress payment is not paid by the Friday of the week following the due date, Level5 reserves the right to stop work until the progress payment has been made, increased by a reasonable sum for the costs of shutdown, delays incurred, and startup.

11.3 Level5 reserves the right to terminate this agreement altogether if work is stopped for ten (10) continuous calendar days due to failure of the Owner to make prompt progress payments. Level5 further reserves the right to recover payment for all work executed and losses from delays or stoppage of the work, including reasonable overhead, profit, and damages. In no case will Level5 be entitled to less than their total expenses plus an additional sum of 40% of the total expenses incurred. Level5 is excluded of all special, indirect, or consequential damages resulting from work shutdown or termination of this agreement.

11.4 Payments not made within fifteen (15) days of the due date are delinquent and shall bear interest at a rate of one and one-half percent (1.5%) per month, or the maximum amount allowed by law, whichever is more, until paid.

11.5 If the job has to be stopped due to non-payment, the Owner is required to pay a penalty in the amount of 2.5% of the Contract price in order for Level5 to get the job back up and running. Any delay created by shutting down the job will automatically extend the completion date of the project by the amount of time it takes to restart and reschedule the job, plus at least one additional week. If the job is stopped due to non-payment, Owner agrees to pay any and all future bills weekly, until the job is completed.

11.6 Owner shall pay reasonable costs incurred by Level5 in the collection of any delinquent amounts, including attorney fees and costs of preparing and filing liens, regardless of whether suit or action is instituted.

11.7 When included in Architect's/Consultant's scope of services, opinions or estimates of probable construction cost are prepared on the basis of Architect's/Consultant's experience and qualifications and represent Consultant's judgement as a professional generally familiar with the industry. However, since Architect/Consultant has no control over the cost of labour, materials, equipment, or services furnished by others, over contractor's methods of determining prices, or over competitive bidding or market conditions, Architect/Consultant cannot and does not guarantee that proposals, bids, or actual construction costs will not vary from Architect/Consultant's opinions or estimates of probable construction cost.

11.8 Incorrect estimate of the work to be performed due to possible hidden defects of the work discovered during the works or unforeseen conditions:

Level5's estimates are based on the state of the site as we were able to understand it during our on-site visits before the initial estimate. If, during the execution of the work, hidden defects or other unforeseen conditions should appear that were not recognizable at the initial stage of preparation of the estimate, Level5 is obliged to invoice the additional hours of work according to the above-mentioned rates. See 10.3.

11.9 Level5's General Contracting prices are estimates based on units/unit prices (m², mL, m³, pièce, heure) and can fluctuate depending on final usage of time or materials. If fewer materials/hours are utilized, the final bill will be less, and if more are utilized the final bill will be more. See Change Work Orders for further explanation.

11.10 Change Work Order payments:

• If there is a change requested by the Client/Owner on-site that would amount to less than 1,500 CHF, a verbal agreement between Owner and Architect is sufficient with the understanding that the parties involved will set a fair price, and that the Owner is responsible for full payment.
• If the Change Work Order amounts to less than 2,500 CHF, Owner agrees to pay the total amount up front.
• If the Change Work Order cost is over 2,500 CHF, Owner agrees to pay 50% before Level5 starts the work, and the remaining 50% at the next scheduled progress payment due for the job, whether the work has been completed or not.
• If the change comes between the last scheduled progress payment on the job and the final payment for the job, the entire amount of the change, regardless of the amount, will be due and payable up front.
• If the Owner has a credit due, Level5 will deduct that amount from the final amount due on the day of job completion. There will be no deductions allowed from any payment during the course of the job, for any reason.

12.1 Within 15 working days prior to the completion of this job, Level5 and Owner will jointly walk through the entire project and assemble a Punch List of the remaining items of work to be completed as outlined in the original Contract and any subsequent Change Work Orders agreed to between the parties to this Contract.

12.2 This Punch List will be a single document that will contain any and all items that Level5 and Owner agree need to be done to fulfill the conditions of this Contract. When Level5 has completed each item, Owner will initial those items on the Punch List, agreeing that they have been satisfactorily completed. When the terms of the original Contract along with all Change Work Orders and the final Punch List has been completed, this job will be complete and the final payment will be due and payable on that day.

12.3 Any additional items that the Owner may find after the Punch List has been completed will be dealt with only after the final payment and retainage has been received by Level5 and this job has been declared completed and the job has moved to warranty coverage.

12.4 If Owner(s) fail to make themselves available to compile the Punch List as outlined above, Owner accepts the Punch List that Level5 will assemble prior to the completion of this job, and will comply with the balance of the process for the Punch List.

12.5 If Owner fails or refuses to sign off on completed Punch List items without due cause and agreement by Level5, then Owner will be in default of this agreement.

12.6 Level5 and Owner will agree to and specify any deficiencies or delays regarding the Punch List and payment for those items on a Change Work Order on or before the completion date for this job. Any retainage for work to be completed will not exceed Level5's cost plus 10%.

13.1 Architect will not be liable to Owner for delays, including delays caused by any of the Consultants and occasioned by causes beyond the control of both Architect and its consultants. Architect will use reasonable endeavours to notify Owner following the beginning of any such cause. Causes beyond the control of Architect shall for the avoidance of doubt include government action or failure of the government to act where such action is required, epidemic and illness, strike or other labour trouble, fire, seismic activity, and unusually severe weather.

14.1 Application for TVA relief at source for persons with diplomatic status who hold a Federal Department of Foreign Affairs (DFAE) legitimation card of type B, C or K with a red/pink stripe or a Ci booklet with a certificate stating that the holder is exempt from TVA or a DFAE pink slip:

Only invoices for the supply of goods or services for the strictly personal use of the beneficiary with a value of at least CHF 100 (excluding VAT) are eligible for VAT exemption.

14.2 Conditions necessary for the deduction of VAT at source for the beneficiary:

• The customer must present the original, completed and signed form for the withholding tax exemption spontaneously when the quotation is drawn up or when the purchase is made. The seal of the institutional beneficiary that employs the principal must appear in the original on the tax deduction form.
• The client must spontaneously present his legitimation card B, C or K (the red/pink stripe) from the DFAE or his Ci booklet with a certificate stating that the holder is exempt from VAT or a pink slip from the FDFA, together with the withholding tax form.
• The goods or services acquired must be strictly for the personal use of the customer benefiting from the VAT exemption.

14.3 Level5 Renovation Sàrl reserves the right to refuse any application for VAT relief at source if the client does not meet the above conditions.

14.4 In the event that the Federal Tax Administration (AFC) refuses to grant the requested TVA exemption, Level5 Renovation Sàrl declines all responsibility and reserves the right to subsequently charge the corresponding TVA to the rejected client.

15.1 Level5 Renovation Sàrl is insured for "Responsabilité Civile d'Entreprise et Professionnelle" with Allianz (Policy No. T80.2.746.169).

The present General Conditions complement the SIA 102 & 118 standards. Guarantee according to SIA 118 (general conditions).