These Terms & Conditions govern access to Bauvik Inc.’s websites, portals, and collaboration tools and the provision of professional construction management and owner‑representation services. By accessing any Bauvik site or by executing an order form, proposal, statement of work, or master services agreement that references these Terms, the customer accepts these Terms.

1) Parties and Structure

• Customer means the entity or person that accepts these Terms, and its affiliates authorized in writing.
• Bauvik means Bauvik Inc. and its affiliates.
• Contract stack hierarchy is: order form or statement of work, master services agreement, data processing addendum, these Terms, then any documentation or FAQs.

2) Scope of Services

• Bauvik provides construction management, owner‑representation, advisory, and project coordination services, which may include pre‑construction planning, scheduling, budgeting and cost control, procurement support, bid management, submittals and RFIs, change‑management, quality and safety coordination, field reporting, commissioning and close‑out, and digital collaboration.
• Services may be delivered through third‑party project platforms such as Procore, Autodesk Construction Cloud, Bluebeam, or through Bauvik portals.
• Services are non‑exclusive. Bauvik may provide services to other clients, including in the same market.

3) Definitions

• Affiliate means an entity controlling, controlled by, or under common control with a party.
• Authorized User means an employee, contractor, or agent of Customer authorized to access the platforms.
• Customer Data means information uploaded or provided by or for Customer to perform the Services, including project files and communications.
• Documentation means user materials for Bauvik’s portals or for supported third‑party platforms.
• Harmful Code means code designed to disrupt systems or gain unauthorized access.
• Third‑Party Systems means platforms or tools provided by others and used in the project at Customer’s direction.

4) Access and Use of Platforms

• Bauvik grants a limited, non‑exclusive, non‑transferable right for Authorized Users to access Bauvik portals during the term solely for the project.
• Authorized Users must keep credentials confidential and use the platforms only for lawful project purposes.
• Prohibited actions include reverse engineering, bypassing technical controls, introducing Harmful Code, scraping, or using the platforms to compete with Bauvik.
• Customer is responsible for the acts and omissions of its Authorized Users and for Customer Data it submits.

5) Third‑Party Systems

• If Customer designates Third‑Party Systems, their terms govern Customer’s relationship with those providers. Customer is responsible for obtaining and maintaining all necessary rights and permissions.
• Integrations may require access tokens or permissions. Revoking permissions may degrade functionality.
• Bauvik does not guarantee continued availability of any particular Third‑Party System.

6) Professional Services; Standard of Care

• Bauvik performs Services in a professional manner consistent with the standard of care ordinarily exercised by competent construction managers providing similar services under similar circumstances.
• Bauvik is not the architect, engineer of record, or a licensed trades contractor unless expressly stated. Bauvik does not provide legal, tax, or insurance brokerage services.
• Bauvik does not control or direct the means, methods, or safety programs of independent contractors; those remain the responsibility of the contractors and the contracting parties identified in the project agreements.

7) Customer Responsibilities

• Provide timely decisions, accurate and complete information, prompt access to project sites, stakeholders, and systems.
• Identify a single point of contact with authority to issue directions and approvals.
• Secure necessary rights and permits where Customer is the responsible party under project delivery contracts.
• Maintain appropriate insurance for Customer’s operations and ensure required policies are in place for contractors.

8) Project Controls and Communications

• RFIs, submittals, meeting minutes, directives, and change events should be processed in the agreed platform and workflows.
• Email or verbal directions that materially affect cost, time, or quality should be confirmed in writing in the platform.
• Customer is responsible for promptly reviewing and responding to notices that require action to preserve schedule or cost.

9) Schedule and Delays

• Bauvik will exercise commercially reasonable efforts to meet agreed timelines that depend on the timely performance of Customer and third parties.
• Force majeure events include severe weather, labor disputes, epidemics, governmental orders, supply chain disruptions, terrorism, and other causes beyond reasonable control.
• When delays occur, the parties will cooperate to mitigate impacts and adjust schedules.

10) Commercial Terms and Invoicing

• Fees, billing frequency, reimbursable expenses, and payment terms are set in the order form or statement of work.
• Unless stated otherwise, invoices are due within 30 days of date of invoice. Late balances may accrue interest at 1.5% per month or the maximum allowed by law, whichever is less.
• Customer is responsible for applicable taxes. Withholding tax documentation must be provided where required by law.
• Bauvik may suspend services for undisputed invoices more than 30 days overdue after notice and an opportunity to cure.

11) Changes and Additional Services

• Out‑of‑scope requests, acceleration, prolonged suspension, or resequencing may require a change order.
• Hourly or unit rates apply to additional services unless otherwise agreed in writing.

12) Intellectual Property

• Each party retains its pre‑existing intellectual property and know‑how.
• Deliverables created specifically for Customer are licensed to Customer for internal project use unless the parties agree to a broader assignment.
• Bauvik may reuse its templates, methodologies, and non‑confidential know‑how.

13) Confidentiality

• Confidential Information includes non‑public technical, commercial, and project information disclosed by either party.
• The receiving party will use Confidential Information only for the project and protect it using reasonable safeguards.
• Exclusions include information that is public, independently developed, or received from a third party without breach.
• Upon request or termination, each party will return or destroy the other party’s Confidential Information subject to recordkeeping or legal hold requirements.

14) Data Protection

• The Privacy Policy describes how Bauvik processes personal information.
• A Data Processing Addendum applies where Bauvik processes personal data as a processor on Customer’s behalf.
• Customer will not upload special categories of personal data unless permitted by law and the DPA.

15) Safety and Site Access

• Bauvik may coordinate safety communications but is not the controlling employer unless expressly designated by contract.
• All jobsite personnel must comply with applicable laws, site rules, and safety requirements. Access may be denied for non‑compliance.
• Any camera, drone, or monitoring system usage will comply with law and posted notices.

16) Insurance

• Each party will maintain commercially reasonable insurance for its operations. Minimums may be specified in the order form or master agreement.
• Builders risk, general liability, professional liability, workers’ compensation, and automobile liability may be required depending on role.

17) Warranties and Disclaimers

• Bauvik warrants performance consistent with the standard of care stated above.
• Except as expressly stated, services and platforms are provided as is and as available. No implied warranties of merchantability, fitness for a particular purpose, or non‑infringement apply.

18) Indemnification

• Bauvik will indemnify Customer against third‑party claims alleging bodily injury or tangible property damage to the extent caused by Bauvik’s negligent performance of the Services.
• Customer will indemnify Bauvik against third‑party claims arising from Customer’s instructions, content, site conditions under Customer’s control, or the acts or omissions of Customer’s contractors.
• Each party’s indemnity is conditioned on prompt notice, control of defense, and reasonable cooperation.

19) Limitation of Liability

• Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data.
• Except for payment obligations, breach of confidentiality, or a party’s indemnity obligations, each party’s aggregate liability is capped at the fees paid or payable for the Services that gave rise to the claim in the 12 months preceding the event.
• These limitations apply to the maximum extent permitted by law.

20) Compliance

• The parties will comply with applicable laws, including anti‑bribery, export controls, trade sanctions, privacy, employment, and health and safety.
• If a law or order requires disclosure of Confidential Information, the receiving party will provide notice where lawful and cooperate on protective measures.

21) Term and Termination

• Term is as stated in the order form or master agreement. Either party may terminate for material breach not cured within 30 days after written notice or immediately for insolvency events.
• Upon termination, Customer will pay for Services performed and approved expenses incurred through the effective date. Suspension or demobilization costs may apply.
• Customer will export Customer Data before access ends. Bauvik will provide a commercially reasonable window for retrieval where feasible.

22) Force Majeure

• No party is liable for delay or failure due to causes beyond reasonable control. Obligations resume once the event ends, and schedules will be adjusted.

23) Assignment and Subcontracting

• Neither party may assign without the other’s consent, except to a successor in interest in a merger, acquisition, or sale of substantially all assets.
• Bauvik may subcontract portions of the Services and remains responsible for subcontractor performance.

24) Publicity

• With Customer consent, Bauvik may reference the project or Customer name and logo in qualifications or case studies, subject to confidentiality obligations.

25) Notices

• Notices must be in writing and sent to the contacts stated in the order form or master agreement. Email is acceptable for routine communications; legal notices require confirmed delivery.

26) Dispute Resolution; Governing Law; Venue

• The parties will escalate disputes to senior representatives before formal proceedings.
• If the master agreement specifies arbitration or a governing law and venue, that controls. Otherwise, the laws of the Province of Ontario and the federal laws of Canada applicable therein govern, and the courts of Toronto, Ontario have exclusive jurisdiction.

27) Severability; Waiver; Entire Agreement

• If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect.
• Failure to enforce any provision is not a waiver.
• These Terms together with the contract stack constitute the entire agreement for the covered Services and supersede conflicting prior proposals or understandings on those subjects.

28) Order of Precedence

• If there is a conflict, the following order applies: (1) order form or statement of work, (2) master services agreement, (3) data processing addendum, (4) these Terms, (5) documentation or FAQs.

29) Changes to These Terms

• Bauvik may update these Terms for legal, technical, or operational reasons. Material changes will be communicated to active customers and will take effect on the stated effective date.