1.1 Validity of Quotes:

All quotes provided by Smartinfosys.net are valid for 7 days from the date of issuance. During promotional periods, Smartinfosys.net may amend this validity.

Acceptance of the quote can be provided in writing, via our Project Management System, email, Skype, or any of our social media platforms. You can also accept quotes through our website's live chat system.

2.1 Project Terms

All estimates and quotes provided by Smartinfosys.net are based on our understanding of your requirements and the specified time-frame. Any changes to the functionality, including micro-improvements, may incur additional costs accordingly. We recommend clarifying our experience in a face-to-face meeting.

By accepting a quote, you agree to and accept the terms and conditions of Smartinfosys.net. Acceptance of the quote can be provided in writing, via our Project Management System, email, Skype, or any of our social media platforms. You can also accept quotes through our website's live chat system.

2.2 Client Responsibilities for Quotes and Proposals

Clients are responsible for ensuring that all requirements are included in the quotes, proposals, and estimates provided by Smartinfosys.net. It is crucial that clients provide clear guidelines, along with any specific details or workflows required.

If such details are not provided, we will proceed based on our understanding of the requirements and quote accordingly. Should a discrepancy arise at a later stage, it may lead to additional costs to accommodate the necessary changes.

Therefore, clarifying every aspect of your website development is essential to ensure that the quoted requirements align with your needs.

2.3 Complexity and Task Management

Any complexities related to specific tasks must be advised in advance and included in the proposal for accurate costing. We operate in good faith and rely on our clients to provide a complete picture at the time of quotation. Any discrepancies arising from unclear requirements will not be the responsibility of Smartinfosys.net.

Please note that there are limited man-hours allocated to each task, including Project Management and Digital Strategy/Business Analysis. Minor changes may be accommodated within the allocated hours, but this will be analyzed on a case-by-case basis.

2.4 Project Timelines and Responsibilities

Smartinfosys.net will make every effort to complete the project and any requested changes within the given timeframe. Reasonable delays may be accepted if functionalities are redefined or modified.

Please be aware that any delays on the client’s end may affect the project timeline and proposed timeframes, potentially leading to additional costs.

Furthermore, any bugs (programming errors) reported during or immediately after the development phase will not incur additional charges.

2.5 Rework and Modification Charges

Any rework on a task that has already been completed will incur additional charges. Changes to the design after approval will also result in extra fees.

Modifications requested during the development phase or after Go-Live approval will attract additional charges. All work that exceeds the original estimates will be billed separately. Under no circumstances will Smartinfosys.net be liable for delays caused by changes to the project brief.

2.6 Project Content and Terms of Service

• Content Submission: Website/application content and all related materials must be provided within the first two weeks of project commencement. Delays beyond this timeframe may affect the project schedule and could incur additional charges if they extend beyond a reasonable period.
• Testing Procedures: Our websites and applications are typically tested on PCs using the latest versions of the following browsers: Internet Explorer, Firefox, Chrome, and Safari. If you require testing on any other browser, please inform us in advance. Responsive and multi-device compatible web pages are tested on iPhones and iPads; if testing on other devices is needed, please discuss this beforehand.
• Server Issues: If your website/application is not hosted on a Smartinfosys.net server, any additional man-hours required due to server or network-related issues are not covered in our quotes and may incur separate charges.
• Project Stalling: Any project stalling for over two calendar months will incur administration costs of $99 per month. Additionally, this may lead to increased previously approved estimates. If you need to put the project on hold, please advise us in writing in advance. To avoid additional charges, the account must be up to date based on completed work.
• Copyrights and Licensing: Smartinfosys.net retains copyrights to all software codes (excluding open-source software). The codes can be transferred at an additional cost upon settling all previous invoices, provided they are used for further development for the specified client or legal entity. Codes may not be used for resale or duplication.
• Proprietary CMS: Synapse CMS is a proprietary content management system owned by Smartinfosys.net. All codes written for clients are under our copyright unless arrangements are made prior to the project start. A license to use any custom-built software is granted to the client for their use only, as long as hosting fees are paid. Synapse CMS cannot be transferred to an external host and access to the software codes is restricted.
• Deployment Environment: The website or software application is designed for deployment on a commercial-grade web server or a similar setup. Performance may be affected if deployed on a generic office network.
• Third-Party Components: Depending on required functionalities, third-party components such as payment gateways or SSL certificates may be involved. While we strive to ensure compatibility, any unforeseen limitations of third-party components are beyond our control. Costs associated with these components are not included in our quotes.
• Open Source Products: Smartinfosys.net does not take responsibility for open-source products such as WordPress or Joomla. It is the client's responsibility to update all components and third-party software. We recommend regular backups to prevent disruptions.
• Third-Party Provider Packages: We offer packages in coordination with third-party providers. Changes to their rules and policies may impact our services and terms.
• Unforeseen Circumstances: Clients must acknowledge that unforeseen circumstances may delay the development process, particularly regarding third-party software integration. We will do our best to adhere to the proposed schedule, and clients agree not to penalize us for genuine delays.
• Domain and Hosting Charges: Domain registration and renewal charges are not included in project proposals unless specified. A separate quote will be provided if needed. Hosting charges are similarly not included unless stated; we can organize an appropriate hosting solution, which will also be quoted separately. Clients should consult us before finalizing their hosting and database options to ensure compatibility with the technology used for development.
• Testing and Access: Smartinfosys.net builds and tests websites/applications on our servers. Access to test servers or websites is not provided to clients or third parties. The website/application can be transferred to a nominated third-party server upon full payment of all invoices.
• License Granting: Upon full payment of any outstanding invoices, Smartinfosys.net grants an unconditional license to the client to reproduce, publish, and use the graphics, text, and images used in the published website. This does not include intellectual property related to digital strategies, programming codes, database structures, or functionalities.
• Communication: All communications and correspondences will typically be conducted via Project Management System, Email, Skype, WhatsApp and also through our Live Chat on our website. It is the client's responsibility to keep us updated with their relevant email addresses and contact details.

Project Management

Upon purchasing a package, we will create an account for you in our project management and screen monitoring systems. A dedicated project manager will serve as your single point of contact, overseeing all work and ensuring that it meets your expectations. You can regularly monitor the progress of your project through our screen monitoring system, which captures screenshots of your work every five minutes.

Efficiency and Downtime

In many cases, we will configure your website on our test server to carry out the necessary work. Once you provide your approval, the changes will be migrated to the live server, ensuring there is no downtime and maximizing efficiency throughout the project.

Hour Usage and Reporting

Purchased hours are valid for use at any time within one year from the date of purchase. We will provide an hour consumption report based on the task list submitted by you, the client. Any unused hours will remain as credit for one year from the purchase date.

1. Project Initiation

• Upon acceptance of the quote, the initiation payment will be processed to start the project. A Zoom, Skype, or Google Meet session may be held to discuss the requirements in detail, allowing for a comprehensive understanding of the project scope, expectations, and any specific needs or preferences the Client may have.
• The Client and Smartinfosys.net will agree on the detailed description of each Project Brief, including creative briefs, site structure, number of pages, deadlines, and other relevant terms, before signing off the contract. Any changes in the scope of work after the contract is signed will entail additional costs, which will be communicated and agreed upon before proceeding.

2. Brand Details Submission

• Once we receive your brand materials—such as logos, images, and branding guidelines—we will provide a mock-up for your review within 48 working hours. For initial design drafts, we guarantee a turnaround time of 48 hours for orders placed between Monday and Thursday, with designs for Friday and Saturday orders supplied the following Tuesday. The overall delivery timeline depends on your feedback and the selected coding framework, with an average of 8 days for complete development of an HTML site with 5 to 10 pages and about 14 days for a complete CMS website with standard pages. This approach ensures a smooth workflow while accommodating your input for a polished final product.
• You will have complete ownership of the designs once finalized, which will be delivered in PSD and PNG formats. The coding will be provided in either the Bootstrap framework or HTML5, based on your conversion choice. We ensure that all coding is optimized for speed according to Google PageSpeed standards and is fully responsive across desktop, mobile, and tablet devices. Additionally, the CMS website will be W3C compliant and cross-browser compatible, guaranteeing a seamless experience for all users. This comprehensive approach ensures that your website not only looks great but also performs efficiently across various platforms.

3. Design Review and Modifications

• You can review the design and suggest improvements. Generally, we allow up to 2 revisions within the initial estimates. Please refer to your allocated design and development hours for specific details.
• If the Client fails to deliver necessary information or content within 30 days, Smartinfosys.net may consider the project canceled without a refund.

4. Website Development

• Once the design is finalized and approved, we’ll proceed with website development. Please note that any changes requested after the coding phase has begun will incur additional expenses.

5. CMS Setup

• If your project includes a Content Management System (CMS), we will set up your website on the selected CMS once the website coding is complete. Please provide all content and copy before the development phase.

6. Content Transfer

• Depending on the allocated time and resources, we will transfer as much content as possible from the old website to the new one. The remaining content can be added by your designated staff via the CMS, with instructions provided as needed.

7. Site Review and Testing

• Once the site is ready on our end, we will hand it over for further review, and testing, and for the client to upload or change content as needed. The client is responsible for reviewing the web draft for errors and providing feedback within a reasonable timeframe. The client needs to provide regular feedback to ensure that the project stays on schedule. The company will not be held responsible for any project delays or failures due to untimely feedback from the client.
• Go-Live Approval: At this stage, you will need to provide us with a Go-Live date to launch the new website. Your website can go live within 48 working hours after receiving Go-Live approval, assuming all accounts are clear. Full payment is required before transferring the website to client servers.

8. Project Timeframe and Costs

• In projects billed on an hourly basis, work is strictly carried out according to the scope provided by the client. The time is meticulously tracked for all activities, including coding, designing, QA, uploading to test and live servers, and any subsequent feedback provided by the client.
• For projects involving dedicated manpower, if a programmer experiences idle time due to the unavailability of tasks from the client, the entire contracted time will still be accounted for, even in the absence of assigned tasks from the client.

9. Client Responsibilities Post-Launch

• Once the website/application is live on your domain, it is your responsibility to perform regular full backups and update all components and third-party software.
• The Client is also responsible for acquiring and purchasing a domain name, with Smartinfosys.net advising on suitable options if requested.

10. Branding and Revisions:

• Smartinfosys.net will add a “Web Design” by “Smartinfosys.net” link to the footer of each website. Removal of this branding will incur a $250 fee.
• Smartinfosys.net will address errors and implement revisions requested by the Client, with a maximum of three revisions allowed. Additional change requests after final approval may require a new contract and associated fees.

11. Payment Terms for Website Design and Development

• Payment Requirement: Client agrees to pay for the Website Design & Development Services in full prior to the commencement of work on the Project Brief, unless otherwise agreed at Smartinfosys.net's discretion. All invoices are payable within one (1) business day from the date of the invoice.
• Refund Policy: Clients may request a full refund within three (3) days of making a payment to Smartinfosys.net, provided that work on the Project Brief has not yet commenced. Once work has commenced, no refunds will be available; however, any refund requests will be subject to management review. Management will assess the work completed, and an appropriate refund will be issued based on the amount of work done. If the client explicitly instructs us to hold the work before it begins, a transactional charge of 4.5% will be deducted from the payment.
• Payments: Milestone payments must be made within five (5) working days of each milestone/schedule, unless mutually agreed otherwise. The final payment must be made prior to the website/application/project going live. Receipt of payment is deemed as acceptance of the quote, milestone, delivery, project, and terms & conditions.
• Payment Methods: Client may elect to have invoices paid by credit or debit cards, PayPal, or any other mutually agreed-upon payment method. If the client provides Smartinfosys.net with credit card information, they authorize Smartinfosys.net to automatically charge the card for any applicable charges associated with their account. Recurring charges will continue until the client cancels the account under Smartinfosys.net's cancellation policy. By opting for recurring services, the client implicitly grants authorization to Smartinfosys.net to automatically use their card information for all charges that apply to their account.
• Surcharges and Currency: All payments to Smartinfosys.net are quoted in US Dollars (USD) and are inclusive of GST unless specified otherwise. Payments made via Xero Accounting Software or other third-party payment gateways may incur additional surcharges as per the service provider's policies.
• Cancellation Policy: Once the website design phase is completed, the project cannot be canceled, and no refunds will be provided. If a project is canceled after payment but before work has commenced, a transactional charge of 4.5% will be deducted from the payment.
  If the project is canceled after work has commenced but before the design phase is completed, the maximum refund will be 50% of the invoice amount. All cancellation requests must be received in writing via our Project Management System, email, Skype, or any of our social media platforms. You can also contact us through our website's live chat system. Telephone requests for cancellations will not be accepted.

Late or Non-Payment

• Account Suspension: If payment has been declined or not made, the Client’s account will be suspended, and a reactivation fee of $50 will apply.
• Returned Cheques: For returned cheques due to insufficient funds, Smartinfosys.net reserves the right to request an alternate payment method.
• Termination of Services: If payment has not been received within 30 days, Smartinfosys.net reserves the right to terminate services and remove any work or links associated with the project. Once an account is terminated, it cannot be reactivated, and all account history or information will be irretrievable. No refunds will be given after account termination.
• Late Fees: All outstanding invoices will incur a late payment fee of 10% of the pending amount and an administration fee of $5.50 per month, calculated from the due date.
• Debt Collection: If payment is not made within seven days after the late payment fee is applied, the outstanding amount will be referred to a debt collector. The Client will be responsible for any additional costs or charges associated with the recovery of the outstanding amount, including debt collection, administration, and legal fees.
• Communication: All communications and correspondences regarding payments are generally conducted via email. It is the Client’s responsibility to keep Smartinfosys.net updated with their relevant email addresses.
• Third-Party Payments: Any payments related to domain name registration, renewal, hosting, or third-party products/services purchased on behalf of the Client are non-refundable. For renewal cancellations, Smartinfosys.net must be notified at least 30 days before the renewal date.
• Project Transfer: Smartinfosys.net typically builds and tests websites/applications on its own servers or hosted domains. The website/application will be transferred to the Client's nominated third-party server only after full payment of all invoices and dues.

1. Services Provided

We offer a comprehensive range of design services tailored to meet the needs of our clients. Our offerings include:

Custom Design Requests: Any other design that clients demand will be accommodated upon request. Deliverables will be provided in AI, EPS, JPG, PDF, PNG, PSD, and TIFF formats.

Custom Design Requests: Any other design that clients demand will be accommodated upon request. Deliverables will be provided in AI, EPS, JPG, PDF, PNG, PSD, and TIFF formats.

2. Terms of Use

• Variations and Revisions: Clients may select a package that includes multiple design variations. Each package allows for three rounds of revisions for the submitted designs. Clients must communicate revision requests clearly within the specified rounds to ensure timely adjustments.
• Turnaround Time: We guarantee a turnaround time of 48 hours for the initial design drafts if the order is placed between Monday and Thursday. For orders placed on Friday and Saturday, designs will be supplied on the following Tuesday. The total delivery time for the project may vary based on the client's feedback and response time.
• Ownership of Designs: Clients will have complete ownership of the designs once finalized. All rights to the designs will be transferred upon delivery.
• Delivery Formats: Designs will be delivered in the following formats: AI, EPS, JPG, PDF, PNG, PSD, and TIFF. Clients should specify any preferred formats during the order process.
• Satisfaction Guarantee: We are committed to providing 100% satisfaction with our design services. If clients are not satisfied with the final design, they may request additional revisions within the agreed-upon rounds.
• Feedback and Communication: Clients are encouraged to provide timely feedback throughout the design process to facilitate smooth progress and ensure adherence to deadlines.

3. Payment and Refund Policy

1. Services

Subject to the terms of this Agreement, Smartinfosys.net agrees to provide the web hosting services described in the Order for the fees stated in the Order. The individual or entity saved in our primary billing contact is considered the owner of the account.

2. Terms of Agreement

The term of the Agreement becomes effective immediately from the date that Smartinfosys.net generates an e-mail message to the Customer that states the activation of the Customer's account & will remain active for the number of months described in the Order. Upon expiration of the Initial Term, this Agreement shall automatically renew for the same period unless one party provides termination notice within 7 days before the expiration of the Initial Term or then-current Renewal Term, as applicable.

3. Payments

4. Cancellation and Early Termination

In any case, Smartinfosys.net terminates the Agreement for Customer's failure of the Agreement by Section 12 (Termination), or Customer terminates the service other than by Section 12 (Termination) for Smartinfosys.net breach. The non-paying amount for each billing cycle unpaid in the Initial Term or then-current Renewal Term, as applicable, is payable on the business day after termination. The customer admits to giving in writing to Smartinfosys.net the cancellation notice or downgrade of the current package prior to the renewable term, or the Customer accepts complete responsibility for full payment of the next term.

The cancellation request remains subject to the following guidelines:

Guidelines for submission of the cancellation request:

• Cancellation requests must be put forward to the billing department.
• Cancellation requests must be submitted from the primary e-mail address registered with Smartinfosys.net.
• Cancellation request must contain the main IP address (VPS account) or main domain (shared/reseller account) of the hosting plan you wish to cancel.

5. Cancellation and Early Termination (Dedicated Servers)

14 days cancellation notice prior to the following renewal term must be submitted in writing to Smartinfosys.net or the Customer will have to pay full payment. The cancellation request will be subject to the following guidelines:

• The cancellation request must be submitted to the billing department at sales@smartinfosys.net.
• Cancellation requests must be submitted from the primary e-mail address with Smartinfosys.net.
• The cancellation request must contain the main IP address of the server you wish to cancel.

6. Law/AUP

Customer agrees to use the service while following the applicable law and Smartinfosys.net's Acceptable Use Policy at aup.html (the "AUP"), which is herewith merged by reference in this Agreement. The customer agrees that Smartinfosys.net may revise AUP periodically to further describe reasonable restrictions and conditions on the Customer's use of the Services. Amendments made to the AUP are effective prior to Smartinfosys.net's notice to the Customer that an amendment has been made, or the first day of any Renewal Term that begins after the amendments. Customer agrees to cooperate with Smartinfosys.net's inquiry of any suspected breach of the AUP. In the event of a dispute between Smartinfosys.net and Customer regarding the interpretation of the AUP, Smartinfosys.net's interpretation of the AUP shall be considered.

7. Customer Information

The Customer represents and assures to Smartinfosys.net that the information he, she, or it has provided and will provide to Smartinfosys.net for configuring and maintaining the service is faithful. If the Customer is an individual, the Customer must represent and assure that he or she is at least

8. Indemnification

Customers accept to indemnify and hold harmless Smartinfosys.net hosting, Smartinfosys.net’s affiliates, and each of their respective officers, directors, agents, and employees from any and against all threatened or actual claims, demands, liabilities, obligations, losses, damages, penalties, fines, amounts in interest, expenses, and disbursements of any kind and nature whatsoever. This includes, but is not limited to, claims arising out of or relating to your breach of any terms & conditions, AUP of Smartinfosys.net.

9. Disclaimer of Warranties

SMARTINFOSYS.NET DOES NOT WARRANT, CLAIM, OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY THE LAW APPLICABLE, SMARTINFOSYS.NET DISCLAIMS ANY AND ALL WARRANTIES. THESE INCLUDE THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS.

10. Limitation of Damages

Smartinfosys.net will not withstand or be held liable for the damages not provided in the Agreement. The maximum, Smartinfosys.net or any employee, affiliate, or agent will be liable for are the lawful services. This includes the breach of agreement, infringement, tort, and strict liability. The payment in the form of money shall not be exceeding more than one month’s service.

If you, the consumer of Smartinfosys.net, raise any lawsuit or legal proceedings regarding the rules/enforcement of this Agreement, Smartinfosys.net has the right to receive payment from the other party. The payment provided by the other party must include all the expenses — the fees of the attorney, fees needed for the preparation, and fees for appealing

12. Suspension/Termination

13. Bandwidth Usage

The customer agrees that they will pay an “overage” if they have exceeded the use of allotted bandwidth. Every customer is allocated a monthly bandwidth allowance. This allowance depends on the hosting package you purchase. When your account exceeds the allocated amount, we reserve the right to suspend the account until the beginning of the succeeding allocation, suspend the account until more bandwidth is purchased at an additional cost, suspend the account until you upgrade to a package that suits your needs, terminate the account. If you exceed your bandwidth limit within the first 30 days of service, you cannot get a refund 30-day money-back guarantee, and you are responsible to pay for any overage.

14. Requests for Customer Information

Customers of Smartinfosys.net acknowledge and agree that Smartinfosys.net holds the right to report to the appropriate authorities in case of any violation of applicable laws. This includes any act by the Customer, or any of the Customer’s customers, or the end-users. Smartinfosys.net can report directly to the authorities without providing any formal notification to the customers. Smartinfosys.net may also provide details of the customer, any of its customers, or end-users in response to a formal or informal request from law enforcement agencies or regulatory bodies.

15. Back-Up Copy

Smartinfosys.net highly recommends that all customers maintain a secure and up-to-date backup of all essential data. The backup should be retained off-site, as it will offer an additional layer of security for disaster recovery purposes.

16. Request for Rebuild/Restore of Hosting Package

Customer can avail the benefit of two free rebuilds for a control panel change, and one free rebuild/restore during the term period. After this, if a customer requests a rebuild/restore, then a $5 one-time fee will be charged.

17. Changes to Smartinfosys.net’s Network

Upgrades and alterations in Smartinfosys.net's network, like software, hardware, and service providers, may affect the Customer's hosted applications in terms of interface and operations. Smartinfosys.net reserves the right to make modifications in its network for commercially reasonable discretion, and Smartinfosys.net shall not be liable for any damage to the customer.

18. Notices

Any notices by customers to Smartinfosys.net under the Agreement shall be given via e-mail to customer support at customer@smartinfosys.net. Smartinfosys.net will send any notices to the Customer via e-mail to the individual listed as the Primary Customer Contact on the Order. Notices are received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. A customer may change his, her, or its notice address by a notice give in this section.

19. Force Majeure

Smartinfosys.net is not responsible for any damage if the failure to perform the obligation is due to any event beyond Smartinfosys.net's control, including, without limitation, significant failure of a portion of the power system, failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes, or other organized labor action, terrorist activity, or other events of a magnitude or type for which measures cannot be taken by the industry.

20. Binding Arbitration

If you are a customer of Smartinfosys.net, you are liable to the terms of the Binding Arbitration. Any claims, legal issues, or controversies arising from the Agreement will be managed by arbitration administered by the American Arbitration Association. The judgment will be in accordance with its Commercial Arbitration Rules. The location of Arbitration will be proposed by Smartinfosys.net at the time of the dispute.

Demand for arbitration will not be entertained if the demand is made after the date when the claims would be barred by the legal institution as per the norms of the applicable statute of limitation.

The arbitrator does not have the authority to offer punitive or any other damages that are not included in the Agreement. Each party is liable to bear its own costs, fees, and expenses of arbitration.

21. Miscellaneous

The parties involved acknowledge that they have no right to bind the other with any agreement. The Agreement can be legally amended only by a formal written agreement signed by both parties. Smartinfosys.net is not bound to the terms of various business forms or terms on the Customer’s purchase order. Smartinfosys.net will be liable only for the terms that are incorporated formally in the Agreement signed by the parties involved. If the party fails to abide by the provisions mentioned in the Agreement or somehow faces a delay in enforcement, the party will not be liable for any waiver from Smartinfosys.net related to the specific provision.

The associated party is liable for a waiver and rights associated with it mentioned in the Agreement. This waiver will not be applicable for any other rights prior, contemporaneous, or future occurrence, whether similar or not. The captions included in the Agreement are only for the convenience of the pirates and are not a part of the legal Agreement.

The following provisions will survive the expiration or termination of the Agreement:

Fees, indemnity obligations, provisions limiting liability and disclaimer of warranties, provisions regarding ownership of intellectual property, miscellaneous provisions, and other provisions that by their nature are intended to result in termination of the Agreement.

Parties involved cannot hold any third-party beneficiaries to the Agreement. The insurers, customers of resellers, are not considered as third-party beneficiaries of the Agreement.

The customer does not have the right to transfer the Agreement without Smartinfosys.net’s prior written consent.

The Customer requires approval of Smartinfosys.net for Agreement assignment, and that is contingent on the assignee meeting agreement credit approval criteria. Smartinfosys.net has the right to assign the Agreement in whole or in part.

This Agreement together with the Order and AUP constitutes will be considered as a complete and exclusive agreement between the parties. The Agreement will be dependent on the subject and supersedes any prior understanding or communication, written or oral.