1. Agreement to Terms

These General Terms and Conditions ("Agreement") govern your access to and use of the Snapbau platform, including the snapbau.com website ("Website"), the Snapbau mobile application ("Mobile Application") upon its launch, and all related products and services (collectively, the "Services"). This Agreement forms a legally binding contract between you ("User", "you", or "your") and Snapbau AG ("Snapbau", "we", "us", or "our").

By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by this Agreement. If you are acting on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement. In such cases, "you" and "your" refer to that entity. If you do not have such authority, or if you do not agree to these terms, you must not access or use the Services.

Your access to the Services requires the creation of an account. You agree to provide accurate, current, and complete registration information and to keep your credentials secure. You are solely responsible for all activities that occur under your account. Use of another person’s identity, or transferring your account without prior written authorization from Snapbau, is strictly prohibited.

Snapbau provides Services solely for lawful business use. You agree to use the Services only in accordance with applicable laws and regulations and for purposes related to your legitimate business operations. Use of the Services for or on behalf of third parties without explicit written consent from Snapbau is not permitted.

Snapbau disclaims any partnership, joint venture, agency, or franchise relationship arising from this Agreement.

These Terms have been last updated on 23 April 2025 and supersede any prior versions.

2. Definitions of User Profiles and Platform Role

Snapbau is a digital B2B platform that facilitates the procurement of construction materials and related services by facilitating transactions between buyers (“Snappers”) and suppliers (“Suppliers”). Collectively, Snappers and Suppliers are referred to as “Users,” “you,” or “your.”

Snapbau acts solely as a technology provider and intermediary. Any contracts for the purchase and sale of goods or services are strictly between the Buyer and the Supplier. Snapbau is not a party to these transactions and does not assume any liability related to the quality, delivery, payment, or execution and or performance of the Supplier’s offerings.

Buyer

A “Buyer” is a registered company or entity seeking to procure goods or services through the Snapbau platform. Buyers are responsible for their own accounts and pay a subscription fee based on the currency and jurisdiction of their registered headquarters. Buyers can:

• Distribute tenders
• Receive and analyse bids from vendors (subcontractors, suppliers)
• Track logistics
• Receive invoices
• Organize transport, machinery rentals, waste disposal, and staffing via the Snapbau supplier network
• All other functionalities offered by Snapbau for Buyers

Snapbau collects basic background information from Buyers (e.g., company registration, financial history), but each Supplier remains solely responsible for conducting its own due diligence prior to transacting.

Supplier

A “Supplier” is a registered company or entity intending to sell construction-related goods or services via Snapbau. Suppliers define their geographic service areas and pay a commission on invoiced and paid transactions processed through Snapbau on a monthly basis. The commission is defined between the Supplier and Snapbau.

• Suppliers joining mid-month will receive their first commission invoice at month-end for all material supplied, delivered, invoiced to and paid for by Buyers.
• If no transactions occur in a given month, a “zero” invoice will be issued for recordkeeping
• Commission invoices are due within 15 days of issuance and are delivered through the Supplier’s Snapbau account
• Suppliers who provided physical services on Snapbau can also be referred to in these legal terms and all associated legal terms as “Subcontractors”.

Suppliers are solely responsible for ensuring the quality, legality, and delivery of their goods or services. Snapbau does not supervise, direct, or control Supplier performance and disclaims all liability regarding Supplier offerings.

Data Use & Responsibilities

Suppliers must handle Buyer data (“Buyer Information”) in compliance with all applicable laws and may use such information only to the extent necessary to fulfill the services requested by that Buyer.

Users must not use the platform for any activity that:

• Violates or in conflict with any applicable law or regulation
• Infringes on third-party rights
• Harasses or harms others
• Compromises account or platform security
• Misuses or unlawfully collects data

Violation of these terms may result in account suspension or termination.

Intellectual Property

All content available on the Snapbau platform, including but not limited to text, graphics, images, and software, is protected by intellectual property laws. Users may only use such content in connection with their use of the Services and must not copy, distribute, modify, or exploit it without explicit permission.

Users may not use Snapbau’s platform or content to develop competing services or for any purpose outside of the scope of these Terms.

Disputes & Limitations of Liability

Snapbau is not responsible for disputes between Users and will not mediate such disputes. By using the Services, you agree to release Snapbau from any claims, damages, or liabilities arising out of interactions or transactions with other Users.

This release includes all claims—known or unknown, suspected or unsuspected—that may arise from disputes between Users, in line with applicable consumer protection and contract law.

Platform Evolution

Snapbau reserves the right to update, change, or discontinue any part of the Services at any time. While we will attempt to notify Users of material changes, this may not always be possible. Snapbau may also remove or restrict access to content that violates these Terms at its sole discretion.

3. Accounts and Membership

Account Responsibility

When you create a Snapbau account, you are solely responsible for maintaining its security and for all activities conducted under that account. You must not provide false or misleading information during registration or at any point thereafter.

Security Breach

If you become aware of any unauthorised use of your account or other security breaches, you must notify Snapbau immediately. Snapbau will not be liable for any damage or loss resulting from your acts or omissions related to account security.

Suspension and Termination

Snapbau reserves the right to suspend, disable, or permanently delete any user account if:

• There is a violation of these Terms;
• Your actions or content may harm Snapbau’s reputation or goodwill;
• False information is provided at registration or during account activity.

In such cases, you may not re-register, and Snapbau may block your email and IP address. Legal action may also be taken where applicable.

Platform Links

Any links from Snapbau to third-party websites, apps, or other resources do not constitute endorsement or affiliation unless explicitly stated. Snapbau disclaims all responsibility for the content, services, or business practices of third parties. Accessing external links is at your own risk.

Monitoring and Auditing

Snapbau reserves the right to periodically monitor all Snapper and Supplier accounts and related activity on its platform.

Fees and Subscriptions

• Supplier registration is free of charge.
• Customer subscription fees are as stated on the platform and are billed in the currency of the Customer’s country of registration.
• Subscriptions renew automatically for the same term unless cancelled with a 60 days written notice in advance before the due date of renewal.
• Snapbau reserves the right to invoice accordingly unless proper cancellation notice has been provided within the specified time.

Commission on Transactions

If a transaction initiated on Snapbau is completed with the buyers outside the platform, Snapbau is still entitled to its commission. Users agree not to bypass Snapbau to avoid fees. Doing so constitutes a breach of contract and will lead to enforcement of applicable penalties under the contract between Buyer and Supplier.

Compliance

By registering, you confirm that you are not located in any country subject to embargoes or designated as supporting terrorism under applicable international laws.

4. Prohibited Uses

For All Users (Suppliers and Buyers)

• You are strictly prohibited from using the Snapbau Platform, Services, or any associated Content for the following purposes:
  • Engage in any unlawful activity or encourage others to do so;
  • Violate any local, national, or international laws, regulations, or construction-related compliance standards;
  • Infringe upon or misuse any intellectual property belonging to Snapbau or any third party;
  • Harass, insult, intimidate, or discriminate against other users, including but not limited to based on gender, sexual orientation, religion, race, nationality, or disability;
  • Submit fraudulent documents, credentials, company information, or create fake project listings or purchase orders;
  • Share or upload files containing malware, viruses, or any code that compromises the security or functionality of the Platform, Supplier tools, or connected logistics and payment systems;
  • Spam the network with unsolicited offers, promotions, or irrelevant content;
  • Scrape, mine, or replicate Snapbau’s platform data (e.g., supplier databases, project listings, or pricing info) for external use;
  • Post, distribute, or store any obscene, offensive, or unethical content unrelated to construction procurement or project needs;
  • Misrepresent your identity or the legal status of your business.

Suppliers-Specific Prohibited Uses

In addition to the general prohibited uses listed above, Suppliers (including contractors, construction material providers, etc.) are prohibited from:

• Initiating project discussions, tenders, or bids on the Platform and concluding them off-platform to intentionally avoid Snapbau’s commission fees;
• Using Snapbau solely as a lead-generation tool to divert business to their own channels or external platforms, without engaging through the Snapbau system as agreed;
• Offering services, products, or equipment outside the scope of what is listed and agreed upon in the Supplier’s registration.

Buyers-Specific Prohibited Uses

In addition to the general prohibited uses listed above, Customers (including developers, architects, and general contractors) are prohibited from:

• Initiating transactions or placing bids for projects via Snapbau and then concluding deals with Suppliers outside the Platform to bypass applicable platform fees or commission structures;
• Using Snapbau for unverified or speculative projects, including posting requests for quotes that have no legitimate business intent;
• Using Snapbau for a project that is not confirmed for execution and is only being contemplated and thereby using Snapbau as a way to receive market prices without any firm possibility to commit to a supplier after having received the prices.
• Engaging in behaviors that undermine the integrity of the tendering process, such as colluding with Suppliers to manipulate pricing or project details.

Enforcement

Snapbau reserves the right to suspend or permanently disable any account found in violation of these provisions, without prior notice. In cases of severe violation, Snapbau may pursue legal action and seek damages for any breach, including but not limited to bypassing platform fees, violating the terms of commission agreements, or compromising platform integrity.

5. Intellectual Property Rights

Definition

Intellectual Property Rights refers to all present and future rights granted under law, including statutory, common law, or equitable rights relating to:

• Copyright and related rights
• Trademarks, designs, and patents
• Inventions and the right to claim priority for inventions
• Goodwill and the right to sue for passing off
• Any similar or equivalent rights, whether registered or unregistered, globally recognized or future-protected

This includes all rights to apply for, or claim priority from, such intellectual property rights, as well as any forms of protection stemming from intellectual activity that may exist or emerge now or in the future.

Ownership and Usage

No Transfer of Ownership

This Agreement does not transfer any intellectual property owned by Snapbau or any third party to you. All rights, titles, and interests in such intellectual property remain solely with Snapbau and respective third parties.

Trademarks and Service Marks

• All trademarks, service marks, logos, and graphics used in connection with Snapbau’s Services, including but not limited to those provided through the Platform, are either trademarks or registered trademarks of Snapbau or its licensors.
• Trademarks, service marks, logos, or graphics of third parties used in connection with the Services may be the intellectual property of those third parties

No License to Use Trademarks

Your use of the Snapbau Services grants you no rights or licenses to reproduce, use, or otherwise exploit any of Snapbau’s or third parties' trademarks, logos, or other intellectual property related to the Services.

Protection of Intellectual Property

You agree not to infringe upon, misuse, or otherwise violate the intellectual property rights of Snapbau or any third party. Any unauthorized use of intellectual property may result in immediate suspension or termination of your account, as well as potential legal action for damages or other remedies.

6. Limitation of Liability

To the fullest extent permitted by applicable law, Snapbau, including its affiliates, directors, officers, employees, agents, suppliers, and licensors, will not be liable to any person for any indirect, incidental, special, punitive, cover, or consequential damages. This includes, but is not limited to, damages for:

• Lost profits
• Lost revenue or sales
• Loss of goodwill
• Use of content
• Impact on business
• Business interruption
• Loss of anticipated savings
• Loss of business opportunity

This applies regardless of the cause, under any theory of liability, including but not limited to contract, tort, warranty, breach of statutory duty, negligence, or otherwise—even if Snapbau has been advised of the possibility of such damages or could have foreseen them.

Maximum Liability

To the maximum extent permitted by applicable law, Snapbau's total liability and that of its affiliates, officers, employees, agents, suppliers, and licensors, in connection with the Services, will be limited to an amount no greater than the amount paid by the user to Snapbau during the 12-month period immediately preceding the first event of occurrence that gave rise to such liability.

Applicability of Limitations

The limitations and exclusions outlined in this section will apply even if the remedy provided does not fully compensate you for any losses or fails to achieve its essential purpose.

7. Payment Policy

The Snapbau payment policy can be accessed via the following link: Snapbau Payment Policy.

8. Privacy Policy

The Snapbau privacy policy can be accessed via the following link: Snapbau Privacy Policy.

9. Indemnification

You agree to indemnify and keep indemnified and hold Snapbau and its affiliates, directors, officers, employees, agents, suppliers, and licensors harmless from and against any liabilities, losses, damages, or costs, including reasonable attorney’s fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Platform, or any willful misconduct on your part.

10. Severability

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid, or unenforceable. If any provision or portion of any provision of this Agreement shall be held illegal, invalid, or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

11. Dispute Resolution

Any controversy, dispute, or claim of any nature arising out of, in connection with, or in relation to the interpretation, performance, enforcement, or breach of this agreement/contract (and any closing document executed in connection herewith), including any claim based on contract, tort, or statute shall be governed by the substantive and procedural laws of Switzerland without regard to its rules on conflicts or choice of law.

The parties shall at first instance attempt to amicably resolve the dispute and if not resolved, will be settled finally under the rules of Arbitration as applicable under Swiss laws. The seat of the arbitration shall be Nyon, Canton Vaud, Switzerland, and the governing law shall be Swiss Laws as applicable. The language of the arbitration proceedings shall be French, unless otherwise agreed between both the parties. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

12. Changes and Amendments

We reserve the right to modify and update this Agreement or its terms related to the Platform at any time at our discretion. When we do, we will revise the updated date towards the top of the Agreement, post a notification within the Platform, and send you an email to notify you. We may also provide notice to you in other ways at our discretion, such as through the contact information you have provided.

An updated version of this Agreement will be effective immediately upon the posting of the revised agreement unless otherwise specified. Your continued use of the Platform after the effective date of the revised Agreement (or such other act specified at that time) will constitute your consent to those changes.

13. Warranty Disclaimer

Snapbau and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, and each of their respective successors and assigns (Snapbau and all such parties together, the “Snapbau Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Snapbau Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits, procedures, costs, expenses, damages, or liabilities arising out of use of, or in any way related to your participation in, the Services.

The Snapbau Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services, including any Supplier and Goods.

The services and content are provided by Snapbau on an "as-is" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of services will be uninterrupted or error-free.

14. Assignment

You may not assign, delegate, or transfer your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Snapbau’s prior written consent. We reserve our right to transfer, assign, or delegate these Terms and our rights and obligations without consent.

15. Acceptance to These Terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the Platform, you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorised or obliged to access or use the Platform. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email: support@snapbau.com

16. Termination

Snapbau is also free to terminate (or suspend access to) your use of the Services or your account for without assigning any reason at our discretion, including your breach of these Terms. Snapbau has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all the following will survive termination: any obligation you must pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

If this Agreement is terminated for any reason:

• The Supplier will pay to Snapbau any fees or other amounts that have accrued prior to the effective date of the termination;
• Any and all liabilities accrued prior to the effective date of the termination will survive;

17. Reservation of Rights

All rights not expressly granted in this Agreement are reserved. No additional rights whatsoever (including, without limitation, any implied licenses) are granted by implication, estoppel, or otherwise.

18. Confidentiality

“Confidential Information” means any information disclosed by either Party to the other Party, directly or indirectly, in writing, orally, or by inspection of tangible objects (including documents, prototypes, samples, and equipment), that is designated by the disclosing Party as confidential or proprietary, that reasonably appears to be confidential due to the nature of the information or circumstances of disclosure, or that is customarily considered confidential between business parties, including the terms of this Agreement and any customer, product, financial, and strategic information. For the avoidance of doubt, all supplier and cost data provided by Users to Snapbau and all of User’s internal processes learned by Snapbau in connection with this Agreement shall be considered the Confidential Information of User.

“Confidential Information” may also include information disclosed to the disclosing Party by third parties. Confidential Information will not, however, include any information that:
(i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party;
(ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party;
(iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party, as shown by the receiving Party’s files and records;
(iv) is obtained by the receiving Party from a third party without a breach of the third party’s obligations of confidentiality; or
(v) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.

Neither Party will use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Neither Party will disclose any Confidential Information of the other Party to third parties or to that Party’s employees, except to those employees of the receiving Party with a need to know. Neither Party will reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects which embody the other Party’s Confidential Information and which are provided to the Party hereunder.

A Party may disclose the other Party’s Confidential Information if required by law so long as the receiving Party gives the disclosing Party prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure.

Each Party will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party will take at least those measures that it takes to protect its own most highly confidential information and will ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to those employees. Neither Party will make any copies of the Confidential Information of the other Party unless the same are authorized under this Agreement or previously approved in writing by the other Party. Each Party will reproduce the other Party’s proprietary rights notices on any approved copies, in the same manner in which those notices were set forth in or on the original.

19. Publicity

Snapbau may disclose the fact that the User is a customer or supplier, as the case may be, of Snapbau to its existing or potential users in written, oral, and electronic materials, which include the names of Snapbau's customers, including on Snapbau's website. In addition, Snapbau may use User’s name and logo in pitch materials provided to potential investors and partners and in marketing materials provided to potential customers.

Upon Snapbau's reasonable request, User agrees in good faith to serve as a reference for potential users of Snapbau and to make its personnel available to respond to reference requests, provide quotes from its personnel for Snapbau, and allow Snapbau to use such quotes in press releases and other marketing materials. User hereby grants Snapbau a non-exclusive, royalty-free license to use User’s trademarks and logos for the purposes set forth, provided, however, that such usage will be in compliance with any trademark usage guidelines.

20. Service-Level Expectations (SLEs)

Snapbau strives to provide a reliable and efficient platform. However, Snapbau does not guarantee 100% uptime and is not liable for delays or disruptions caused by system outages, maintenance, or external factors.

21. Force Majeure

Snapbau will not be held liable for any delays or failures in performance caused by events beyond its control, including but not limited to natural disasters, pandemics, strikes, power failures, or acts of government.

22. Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.

You and Snapbau agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Snapbau, and that these Terms supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Snapbau, and you do not have any authority of any kind to bind Snapbau in any respect whatsoever.

We are constantly improving our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at www.snapbau.com, send you an email, and/or notify you by some other means. If you have deleted your account by mistake, contact us immediately at support@snapbau.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.