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Terms of engagement

This English translation is provided for convenience. If it differs from the Hebrew version, the Hebrew version applies.

General terms for quantity takeoff, preparing a bill of quantities and cost estimates
Version 1.5 · 13/09/2026 · Yaakov Avital Ltd., company no. 516990173.

1. Application of this document

• This annex is attached to the quote and forms an integral part of it, unless expressly stated otherwise in writing.
• Approval of the quote, the start of work, the transfer of an advance payment or the making of a payment shall be deemed approval of the scope and of the terms of this annex.
• The annex does not require a separate signature at its end; approval of the quote and/or the making of a payment constitutes approval of its terms.
• The engagement documents (the signed quote and this annex) constitute the entire agreement between the parties. Statements, correspondence, e-mails, drafts, presentations, conversations and estimates made before signature, including about dates, durations, delivery pace, extent of work or prices, are not binding and are not part of the engagement, unless they were expressly incorporated into the signed quote or agreed in writing after it.
• Advance acknowledgement of uncertainty, applying to both parties. Wherever this annex, the quote or any accompanying document says that a party may do something (keep, hold, provide, transfer, check, verify, cross-check, run, make accessible, insure, continue or grant access), this means a permission and not an obligation: it may or may not happen, in whole or in part, at that party’s sole discretion, to any extent, at any time and without prior notice. The parties confirm this in advance and declare that they do not rely on it happening, and its not happening, its discontinuation or its change is not a breach, a misrepresentation, misleading conduct, a defect, or grounds for compensation, a credit, a discount, set-off, withholding of payment or cancellation. This provision does not derogate from a right that cannot be contracted out of under law, and it does not exempt from an obligation imposed by mandatory law.
• Where the deliverables are provided together with a model shown in the AiN app, section 16 also applies, and the use of the app is governed by its terms of use and privacy policy, published at:
  https://app.ain-engine.com/terms-he
• In the event of a conflict between the quote and this annex, the quote prevails with regard to that specific matter only. The exceptions are sections 9 (limitation of liability), 10 (insurance) and 11 (copyright), which always prevail.

2. Payment terms and approval of deliverables

• The payment terms will be close to the time the work is carried out and in accordance with the quote.
• The client will check the calculations and the deliverables provided and send substantive written comments within the period stated in the quote, and if no period is stated, within 5 working days of delivery.
• If no substantive written comments are received within that period from the time the deliverable was sent, the deliverable shall be deemed received and approved, no corrections to it will be accepted, and the payment for that stage shall fall due. The client’s written approval or the making of a payment shall constitute approval of the scope and of the deliverable provided. After approval and payment, no claims, corrections, updates, change requests or reservations will be accepted regarding that approved deliverable or stage, unless agreed in advance and in writing as additional scope.
• Unless otherwise stated in the quote, every payment shall be made within 3 days of the payment request or of the issue of the invoice, as the case may be.
• Late payment entitles the service provider to suspend the work and to withhold the delivery of deliverables until it is settled, without this being deemed a breach and without prejudice to any other remedy. Index-linkage differentials and late-payment interest as provided by law shall be added to any overdue amount, from the due date until actual payment.
• A claim, reservation or dispute regarding a particular deliverable or stage does not justify withholding or setting off payment for other deliverables or stages that were delivered and approved.

3. Purpose of the calculations, level of accuracy and deviation threshold

• The calculations will be carried out at the level of a professional estimate from permit drawings, DWG drawings, PDF files, models, sample bills of quantities or other design material provided by the client.
• The calculations are intended for cost estimating, tendering, comparing bids and building a budget only.
• The calculations are not intended for the level of accuracy of a material-ordering matrix for construction, a final measurement of the work carried out, a final account with a contractor, or a substitute for actual measurement on site.
• It is clarified that the calculations do not determine the price of the work, are not an undertaking as to a construction price and are not a budgetary or economic approval.
• Agreed deviation threshold: two per cent. A quantity takeoff from design documents is estimating work, and a certain gap between the quantity in the deliverable and a quantity derived from a different reading of the same documents is inherent in the method and is not an error. A gap of up to two per cent (2%) in the quantity of an item, for each item separately, shall not be deemed an error, a discrepancy, a shortfall, a defect or a breach, and shall not be grounds for a demand for correction, a repeat correction, a credit, a discount, set-off, withholding of payment or indemnity. The gap is measured against the item as it appears in the bill of quantities delivered, and not against a sub-item absorbed into it when items were merged. The threshold does not accumulate between items and does not apply to the total of the bill of quantities.
• The threshold does not derogate from section 13 regarding design changes, new revisions or substantial new material, and it does not oblige the service provider to correct a gap exceeding it, except in accordance with the included update round and with what was agreed in the quote.
• The bill of quantities is prepared in a clear contractor-style structure that can be distributed for pricing, and not as a bill of quantities based on the Dekel price list, on the “Blue Book”, on the General Specification for building works (Israel’s inter-ministerial specification) as a binding method of measurement, on the method of measurement of a particular client body or on any other binding method of measurement, unless expressly stated otherwise in writing in the quote.
• The item descriptions, the division into chapters and packages, the method of measurement chosen, the notes or the preliminary additions are not a professional recommendation of a construction method, a detail, a technical specification, a material or a supplier. All of these require determination and approval by the designer, the consultant or the qualified professional in the relevant field.

4. Unit prices, cost estimates and sample prices

• Where the quote includes a cost estimate component, the unit prices will be provided as an estimate only.
• The unit prices provided (including prices taken from sample files, from a database of sample prices, from previous work or from other bills of quantities) are passed on as they are (as-is), without checking, without verification, without updating and without any adjustment: not to the project location, not to the availability and terms of suppliers and contractors, not to the size of the order, not to the construction phasing and timetables, not to the site and access conditions, not to changes in the index, customs duties, currency or material prices, and not to the market situation at the time of the quote or at the time of construction.
• The sample files and the prices in them are provided only to give an impression of the structure of the work, the level of detail and the way quantities and prices are presented. They are not an undertaking as to market prices, actual contract prices, prices to be received from subcontractors and suppliers, or their suitability for any project.
• The actual pricing, setting the binding unit prices, the contingency allowance, wastage, risk factors, commercial adjustments, construction costs and any budgetary or commercial decision will be carried out and decided by the client alone, after an independent check on its behalf.
• A unit price provided may not be relied on for contracting, procurement, ordering materials, budgeting or payment without independent verification against the market.

5. Basis of the calculation and the material to be provided

• The calculations will be carried out solely on the basis of the material provided by the client, including DWG drawings, PDF files, models, sample bills of quantities, consultants’ instructions and any other design material provided in writing.
• The basis of the quote and of the calculation is the material received up to the time the advance payment is transferred. Documents, drawings, revisions, lists, area schedules, specifications and answers provided after that time will be included as far as possible, and insofar as they change the extent of work, the quantities or the scope, they will be handled as a change under section 13.
• The list of documents on which the work is based may be kept by the service provider, and will be provided at the client’s request if it is available at the time of the request. This is not an undertaking to hold, keep, update or provide it, and it is subject to section 15. The list is not exhaustive: any additional material provided up to the time of the advance payment will be included in the basis.
• The calculations will be carried out only for items provided within a sample bill of quantities, drawings or written instructions on behalf of the client.
• Where a new item, a change of description, a professional interpretation or a determination that cannot be inferred directly from the material provided is required, it will be marked as requiring checking and approval by the client and/or a consultant, supplier or qualified professional in the relevant field.
• It is agreed that the calculation deliverables will rely on the correctness, completeness and currency of the material provided. Any error, omission, discrepancy, error in the drawings or in the model, conflict between documents or design change could lead to an error or a discrepancy in the calculation deliverables.
• Responsibility for the completeness, correctness and currency of the design material lies solely with the client and with its design team.

6. Missing items, contingency allowance and wastage

• The client must itself add a contingency allowance, wastage, uncertainty factors, items that do not appear in the sample file, items that cannot be calculated from the material provided, items for construction that were not provided in writing, and any adjustment required as is customary in the field.
• Where a particular item was not provided within the sample bill of quantities or cannot be calculated from the material provided, there is no obligation to calculate it or add it, unless agreed in advance and in writing as additional scope.
• Items, descriptions or unit prices that were added only for a cost estimate or a preliminary completion require checking and approval by the client and/or a consultant, supplier or qualified professional in the relevant field.
• Missing data will be marked as missing and will not be treated as zero.

7. Measurement for construction and the client’s responsibility

• Measurement for construction purposes, ordering work, ordering materials, checking quantities on site, verifying quantities with contractors, final accounts and payment to contractors are the sole responsibility of the client, through measurement and control on its behalf before and during construction.
• The client will not rely on the calculations as a final measurement for construction or as an instruction to order materials without an independent check on its behalf.
• The client and the professionals acting on its behalf are obliged to check the deliverable before any tender, contract, procurement, ordering of materials, construction or payment.

8. General exclusions

• Any service not expressly specified in the quote is not included in the scope of work.
• Unless expressly written otherwise in the quote, the work does not include structural calculation, air conditioning, electrical, plumbing, underground infrastructure, systems, design, consulting, engineering review, engineering responsibility, supervision, management, measurement for construction on site or final accounts with contractors.
• The deliverable will be provided in the format stated in the quote (as a rule: Excel, and also PDF where required). Conversion to another format, input into a bill of quantities system of the client or of another party, adaptation to an external tender template or export to a dedicated data structure are not included and will be priced separately.
• Internal checking of interfaces between documents, cross-checking between sources, self-review or running checking tools may be carried out at the service provider’s sole discretion, and are not part of the scope of work. If they are carried out, they are intended only to prevent duplications or omissions in the bill of quantities, they do not constitute an engineering review, design verification or approval, and there is no undertaking as to their performance, extent, frequency or result.
• Where the quote includes approaching subcontractors and suppliers, the fee is for the approach, the distribution and the collation only. It is not an undertaking that an answer will be received, that quotes will be received, as to their number, the time they are received, the availability of the respondents or the level of the prices offered. Managing a tender, negotiating with contractors and recommending a winning bidder are not included.

9. Limitation of liability

• There is not and will not be, within the work, any engineering, design, structural, safety, economic, budgetary, commercial or construction liability of any kind.
• The work does not constitute engineering advice, design, supervision, engineering control, a safety check, an economic feasibility check, approval of a construction budget or approval of construction prices.
• Liability cap. In any case of a claim, disagreement, alleged error or misunderstanding, the maximum financial liability of the service provider, if recognised, shall be limited to the proportional payment actually paid for the specific item in dispute only, according to the proportional share of that item in the whole bill of quantities. In any case, the aggregate liability shall not exceed the total fee actually paid for the component that is the subject of the claim.
• There shall be no overall liability for the whole bill of quantities, for other chapters, for other items, for indirect damage, loss of profit, delays, contractor costs, design costs, tender costs, financing costs, commercial harm or any other consequential damage.

10. Insurance and professional liability

• The service provider does not undertake to hold, purchase, renew, extend or expand a professional liability insurance policy, or to maintain any scope of cover, limit of liability or continuity of insurance, and does not undertake to provide a certificate of insurance. A policy may or may not exist, in whole or in part, at any time. The client confirms this in advance and does not rely on the existence of insurance, and the absence of insurance, its cancellation, its non-renewal or its change is not a breach or grounds for compensation. A specific insurance requirement of the client will be considered and priced separately, and will apply only if it is expressly set in writing in the quote.
• If, despite the above, professional liability is established under law, it will be subject to the terms of cover, the exclusions and the limits of liability of the service provider’s valid professional insurance policy, if it is in force and if it applies to the case at the time of the claim.
• Any amount, component, damage, demand, deductible or charge that is not actually covered under the insurance policy shall not be borne by the service provider, unless the law provides otherwise.

11. Copyright, intellectual property and use of the deliverables

• All rights in the deliverables of the work remain owned by the service provider. This includes the bill of quantities, the cost estimate, the calculation files and spreadsheets, the structure of the items and chapters, the wording of the items, the templates, the working method, the formulas, the control sheets, the price databases and the sample files.
• Approval of the quote and payment of the full fee grant the client a personal, non-exclusive and non-transferable licence to use the deliverables for the project named in the quote only.
• The licence does not include, and the deliverables may not be used for, any of the following: use in another project or on another plot, building or phase; sale, rental, distribution, publication or transfer to a third party that is not involved in the named project; use of the files as a template or as a basis for one’s own work or for the work of another; transfer to a competitor; or removal of watermarks, headers and identification.
• Providing the deliverable to contractors, suppliers, consultants and bidders for pricing the named project is permitted and does not require approval, provided that the deliverable is passed on as is and with the identification on it kept.
• The sample files are provided for impression only. They may not be used, copied, distributed or edited, and no price or quantity for any project may be inferred from them.
• Failure to pay the full fee cancels the licence, and use of the deliverables will be deemed use without permission.
• The service provider may include the name and the type of the project in its portfolio and in its marketing materials, without commercial data and without identifying details of the client, unless the client gives notice otherwise in writing.

12. Confidentiality

• The service provider will keep confidential the design and commercial material provided to it, will not pass it to a third party who is not needed for carrying out the work, and will not use it other than for the project. This undertaking is an undertaking not to distribute, and it is not an undertaking to hold, keep or back up any material; section 15 applies to that matter.
• Nothing in this prevents the use of general professional knowledge, working methods, templates and price databases that do not include identifying details of the client.
• The client will keep confidential the terms of the quote, the service prices and the sample files.

13. Changes and updates

• Any change to the drawings, new revisions, new models, a design update, a change in consultants’ instructions, a change to the sample bill of quantities, a change in the division into plots, buildings or unit types, or a request for reprocessing after work has started shall be deemed additional scope.
• Any additional scope requires separate approval in advance and in writing, including of the scope, the fee, the payment terms and the timetables.
• Unless otherwise set in the quote, one update round is included for each deliverable, following substantive comments received within the review period, provided that it does not result from a design change, a new revision or substantial new material. Further rounds are additional scope.
• Meetings, site visits, support calls, updates and corrections will be held to a reasonable extent and as required for carrying out the work. Anything beyond that extent is additional scope.
• Where the quote states a number of working days, the extent of the work is limited to it. Delays, waiting for material, waiting for approval or non-delivery of outputs, where these originate with the client or with its design team, will not be counted in the number of days and will not be deemed a delay by the service provider. For work beyond this cap, due to additions, design changes, new revisions, further corrections or delays in receiving material and approvals that are not the service provider’s responsibility, there will be a good-faith discussion of an additional fee.
• If the work is discontinued or stopped for any reason, by either party (whether at the client’s initiative, at the service provider’s initiative or due to circumstances that depend on neither of them), payment shall be made for all work carried out, prepared, delivered or submitted for review up to the time of stopping, including work in progress, according to the proportion actually carried out and against delivery of the material existing up to that time. Stopping the work does not cancel the obligation to pay for work already carried out up to the time of stopping.

14. Validity of the quote, start of work and availability

• This quote does not bind the parties and does not create an engagement as long as a formal quote has not been signed by both parties and the actual start of work has not been coordinated. Providing a quote, a draft, a sample, a preliminary estimate or any other document at the pre-contractual stage is not an undertaking, does not reserve availability, does not oblige performance and does not give a right to compensation.
• The start of work is subject to the quote being signed by the developer company or by the commissioning legal entity, stating its full name and its company number or licensed dealer (VAT) number. A quote approved without stating an identifiable legal entity will not be deemed approval to start work.
• No work will be carried out without express written approval of the quote, the scope, the payment terms, the timetables and the terms of this annex.
• Work will start after receipt of the required material, written approval of the scope and payment of the advance. Where the quote provides for starting work with partial material, the missing areas will be marked for completion or as an estimated allowance, and this will not be deemed a departure from this annex.
• The start of work and the pace of progress are subject to the service provider’s availability at the time of actual approval, to receipt of all the required material, to the availability of information, to the client’s approvals and to payments on time.
• Unless expressly set otherwise in writing, the quote does not include an undertaking as to a duration, delivery dates or any timetable, and it does not set dates for stages or deliverables. A duration or a date mentioned in a conversation, an e-mail or a draft is an estimate only and is not binding.
• If a binding timetable is agreed, it will be set in a separate written agreement, will apply to the engagement as a whole only and not to stages, packages or deliverables separately, and will be priced accordingly. A delay does not give grounds for compensation, set-off or withholding of payment.

15. General

• This document and the engagement are governed by the laws of the State of Israel only.
• Exclusive jurisdiction in any matter relating to the engagement lies with the competent courts in the Haifa District.
• Notices between the parties will be given in writing, including by e-mail to the addresses in the quote, and will be deemed received at the end of one business day from the time they were sent.
• The service provider does not undertake to keep, hold or back up copies of the working files, of the material provided to it, of the models, of the intermediate files or of the deliverables, for any period, on any medium and to any extent. Files may or may not be kept, and may be deleted at any time and without notice. Responsibility for keeping the deliverables and for backups lies with the client alone, and the client confirms this in advance and declares that it does not rely on storage by the service provider. Where restoring, re-producing or re-delivering a deliverable is required after its delivery, this is subject to the actual availability of the files, is not guaranteed, and will be priced separately.
• Any contention, demand or claim regarding a deliverable shall be raised in writing within 12 months of the delivery of that deliverable; after that time no contention regarding it will be accepted. Nothing in this shortens a limitation period below what is permitted by law.
• E&OE: errors and omissions excepted (a mistake can always be corrected). Nothing in this annex, the quote, the deliverables, e-mails or any accompanying document prevents the correction of a clerical error, an arithmetical error, a typing error, a copying error, an omission or any other technical error. The right to correct such an error is reserved to both parties at any time; such an error does not create a right, a liability or reliance, and it does not bind a party to a term that was not agreed.
• A waiver of a right in a particular case shall not be deemed a waiver of that right in another case.
• The invalidity of any section of this annex shall not affect the validity of the other sections.

16. Delivery of deliverables together with an AiN model

• This section applies in addition to the other sections of the annex, and only where the bill of quantities, the cost estimate or another deliverable is provided to the client together with a model shown in the AiN app.
• AiN is a product of AIN ENGINE LTD, company no. 517393534, a legal entity separate from the service provider (Yaakov Avital Ltd., company no. 516990173). The engagement under the quote is with the service provider only, and it involves no engagement, subscription, purchase, licence or client relationship with AIN ENGINE LTD.
• The use of the app is subject to its terms of use and its privacy policy (the Hebrew text is the binding text), published at:
  https://app.ain-engine.com/terms-he
• The client confirms that it was given the opportunity to read these terms before use, and that they apply in full to it and to anyone acting on its behalf.
• Access, if given, is temporary and for one purpose only: visual checking of the calculated quantities, that is, showing the elements from which a quantity was derived against the item in the bill of quantities. It is not a software licence, it is not a separate service, it is not a purchased deliverable, and no separate fee was paid for it.
• Access may or may not be given, to any extent, for any duration and for any number of users, and it may be stopped, reduced or changed at any time and without prior notice. It expires at the latest at the time the deliverable is deemed approved under section 2, and it is not renewed. Not giving access, stopping it, unavailability, a fault, a display error or a change in the app is not a breach, does not stop or extend the count of review days in section 2, and is not grounds for a demand for correction, a credit, set-off or withholding of payment.
• The binding document is the bill of quantities delivered in the format stated in section 8 (as a rule Excel, and also PDF where required). In any conflict between what is shown in the app and the bill of quantities delivered, the bill of quantities prevails. Display, highlighting, isolation, colouring, counting, on-screen measurement or any data shown in the app is not a deliverable, is not a substitute for a deliverable and does not constitute approval of a quantity.
• The model itself is not a deliverable of the work. Uploading, converting, displaying or storing it is done for carrying out the work only. There is no undertaking to keep the model, the conversion, the display or the link data for any period; section 15 and the terms of the app apply to them, including the retention policy of the cloud providers the app uses, which is not under the service provider’s control.
• The liability cap in section 9 also applies to this viewing component, and it is measured by the fee actually paid for the bill of quantities item that is the subject of the claim. Since no separate fee was paid for the access, no separate financial liability arises from it, and it does not extend the liability in sections 9 and 10.
• The client undertakes not to pass the access or the login details to a third party that is not involved in the named project, not to export, scrape, copy or extract data from it for use outside the named project, and not to remove identification marks. Section 11 applies to any output, screenshot, export or derivative produced from it.

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Yaakov Avital Ltd. · Quantity takeoff and quantity surveying · Company no. 516990173
98 Derech Eretz (Apt. 20), Harish 3761146 · Contact form on the site
E&OE · errors and omissions excepted

This document does not constitute legal advice and is no substitute for a review by a lawyer.