All information is to be digitally supplied by client and a small c55 text link is to be placed in the footer of each web page.
Any designs produced by c55 may be used for advertising purposes by c55.
50% deposit is required to commence all projects.
All projects to be completed within 4 weeks from deposit date unless otherwise stated in quote and or invoice.
Balance is to be paid upon final approval of project or before final upload or at 4-week time.
Additional hourly rates may apply after the 4-week period. Project cancellation at any period after the deposit is paid will incur an 25% cancellation fee on top of the deposit paid.
Maximum of 5 authors changes per project solution and up to 5 logos to be presented for branding development.
Payment of the deposit to the start the clients project is an acknowledgment, understanding, agreement and acceptance of all Terms + Conditions within this document.
“General Conditions” and “Detailed Terms + Conditions” can be changed without notice.
1.1 Agreement means the entire content of this “Basic Terms + Conditions” and the “Detailed Terms + Conditions” in the document, the Proposal document(s), together with any other Supplements designated below, together with any exhibits, schedules, or attachments hereto.
1.2 Client Content means all materials, information, photography, writings, and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 Copyrights mean the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian Copyright Law.
1.4 Deliverables means the services and work product specified in the Proposal to be delivered by c55 to Client, in the form and media specified in the Proposal.
1.5 Designer Tools means all design tools developed and/or utilised by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, application tools, plugins, modules, and templates that have already been created by 3rd party designers and programmers may be used in the design of websites and other media. We will then modify the coding and information if necessary to suit the client’s needs and requirements. Together with any other software, or other inventions whether patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements. WordPress theme template designs will have a warrantee of 6 months from the date of server creation. This is due the ever-evolving WordPress system constantly being updated. We deem modifications outside this time frame don’t come under our agreement and any WordPress or plugin updates after this time may cause compatibility issues. To fix such issues the client will be charged at our hourly rate.
1.6 Final Art means all creative content developed or created by c55, or commissioned by c55, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and c55’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
1.7 Final Deliverables means the final versions of Deliverables (not including working files, they remain the property of c55 to avoid copyright infringements) provided by c55 and accepted by Client.
1.8 Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by c55 and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.
1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
1.10 Services mean all services and the work product to be provided to Client by c55 as described and otherwise further deﬁned in the Proposal.
1.11 Third Party Materials means proprietary third-party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration and print and website templates.
1.12 Trademarks mean trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
The terms of the Proposal shall be effective for 14 days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution. c55 will NOT discuss the clients detailed proposal and not mention any proposed projects with any third-party clients.
3.1 Fees. In consideration of the Services to be performed by c55, Client shall pay to c55 fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
3.2 Expenses. Client shall pay c55’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus c55’s standard mark-up of twenty percent (20%), and, if applicable, a kilometre reimbursement at $1.00 per km; and (b) travel expenses including accommodation, transportation, meals, and lodging, incurred by c55 with Client’s prior approval.
3.3 Additional Costs. The Project pricing includes c55’s fee only. All outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.
3.4 Invoices. All invoices are payable on receipt. A monthly service charge of 20% is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. C55 reserves the right to withhold delivery and any transfer of ownership (c55 will own all copyrights to all works) of any current work or other completed projects if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes. Late payments outside the payment arrangements on invoices will lose the discounted invoice rate and therefore the total, original amount before the discounted rate will be due.
3.5 All invoices must be finalised before any Commercial or Digital printing commences.
4.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at c55’s standard hourly rate of $180 per hour + GST. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contracting price or final price identified therein. Designer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
4.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of ten precent (10%) of the time required to produce the Deliverables, and or the value or scope of the Services, c55 shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by c55.
4.3 Timing. C55 will prioritise performance of the Services as may be necessary or as identified in the Proposal and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections, or corrections to c55. C55 shall be entitled to request written clarification of any concern, objection, or correction. Client acknowledges and agrees that c55’s ability to meet all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or c55’s obligations under this Agreement.
4.4 Testing and Acceptance. C55 will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Designer, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and c55 will undertake to make the same in a commercially timely manner. All objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
4.5 For the purposes of client billing, “chargeable work” includes all works done at the request of our client, and/or under client instructions, and includes:
/ Client contact time including meetings, phone calls and emails
/ Quoting and presentation development
/ Concept development and issues management
/ Ancillary support tasks, research and development time
/ Training and consultation
/ Design drafts for new sites
/ Actual works performed inside and outside project quote
4.6 C55 does not actively approach or “pitch” to prospective clients in the open market, and all work is therefore done at the request of the client or prospective client, and as the result of contact initiated by the client. Should the work proceed (including new site development), the reasonable costs for tasks outlined above are included in the overall cost quoted, indicated, or charged for the work. If the work does not proceed (terminated by the client), the costs associated with these tasks, and/or work done to date, will become due and payable by the client, and an invoice issued accordingly. Our policy is that preliminary work done in client consultation, concept development and issues management for a new site is part of the job at hand, and not a complimentary pre-cursor to it. As such, this work is fully chargeable.
4.7 We do not charge any on-goings, retainers, or programmed maintenance fees (unless stated in quote), and future work on your site will be charged at our scheduled rate at the time and will only be performed at your request. Additional charges will be applied at the relevant hourly rate for:
/ Extra Images: The prices above assume 5 images per page so a 5-page site will have a content image quota of 25 images (5 pages x 5 images). This does not include images used in the site design, just the ones used in the page content. If the image quota is exceeded, additional images are charged at $25 each.
/ Manual typing, or re-typing, of web site text content delivered in printed form, or by fax.
/ Manipulation or re-creation of images and graphics where the supplied material is not of a suitable quality to be used on the web site.
/ Non-standard file format conversion.
/ Structural and/or graphical changes prior to public release of the site resulting from significant changes to the initial agreed design brief.
/ The preparation of a second, or subsequent, design concepts in cases where an initial design brief has not been supplied by the client, or where the requirement exists for more than one design concept option to be presented for assessment prior to commencement of work.
/ Domain name registration charged at $90 per domain name for 2 year period.
4.8 Rate Schedule
/ $180 p/h.
/ Projects to be quoted on as a whole.
/ On-going costs to be quoted on as part of the project as a whole.
4.9 Contracts /
Min. 6 Month Contracts
/ The amount is regarded as a retainer and payable for the full 12 months at monthly invoices.
/ In the event of unused hours, c55 will offer a further 2-month buffer for unused hours. After this period, hours, invoices, and costs are non-refundable.
/ Additional charges will apply at the full agency rate over the allocated contract time as a whole.
/ The client can spread the allocated time over the 12 months as they see fit.
/ Invoices are to be paid in monthly advances.
/ Cancellation of the agreement by the client or c55 will incur exit fees as below;
— Up to 6 months – 2 month cancellation fee as per the monthly payments PLUS ALL hours previously charged will be re-invoiced at the full design rate of $160 per/hour.
— Up to 6 – 12 months – 1 month cancellation fee as per the monthly payments PLUS ALL hours previously charged will be re-invoiced at the full design rate of $160 per/hour.
/ If the client is more than 2 weeks late in monthly payment, c55 can cancel the contract/agreement and charge exit fees as per above.
/ Detailed time reports will be supplied to the client on request.
/ A 1.5hr. per month admin / comms fee is automatically deducted from the clients allocated hours.
/ All design work fall under the entire Terms and Conditions contained within this document.
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the c55; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and (c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in c55’s name in the form, size and location as incorporated by c55 in the Deliverables, or as otherwise directed by c55. C55 retains the right to reproduce, publish and display the Deliverables in c55’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project or, if applicable, the services provided to the other party on its website and in other promotional materials, and include a link to the other party’s website.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentially. c55 does not discuss any other client project with any other 3rd party including existing and possible new clients and has no responsibility to mention these ongoing projects with existing, new, or potential clients.
8.1 Independent Contractor. C55 is an independent contractor, not an employee of Client or any company affiliated with Client. C55 shall provide the Services under the general direction of Client, but c55 shall determine, in c55’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. C55 and the work product or Deliverables prepared by c55 shall not be deemed a work for hire as that term is defined under Copyright Law. All rights if any granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
8.2 Designer Agents. C55 shall be permitted to engage and/or use third party designers and/ or third-party design templates and/ or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, c55 shall not be responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
8.3 No Solicitation. During the term of this Agreement, and for a period of twelve (12) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any c55, employee or Design Agent of Designer, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that c55 shall be entitled to an agency commission to be the greater of, either (a) 25 precent of said person’s starting salary with Client, or (b) 25 precent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. C55, in the event of non-payment and in connection with this section, shall be entitled to seek all remedies under law and equity.
8.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by c55, and c55 shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by c55.
9.1 By Client. Client represents, warrants, and covenants to Designer that; (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content. (b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties. (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third-Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
9.2 By c55. (a) c55 hereby represents, warrants, and covenants to Client that Designer will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) c55 further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the work of c55 and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by c55, c55 shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufﬁcient for c55 to grant the intellectual property rights provided in this Agreement, and (iii) to the best of c55’s knowledge, the Final Art provided by c55 and c55’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Designer shall be void. (c) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, C55 MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
10.1 Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF c55 IS SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO $1,000. IN NO EVENT SHALL C55 AND CARL WELSBY BE LIABLE FOR ANY LOST DATA OR CONTENT IN THE TRANSFER OF WEBSITES FROM 3RD PARTY SERVERS, 3RD PARTY EMAIL ACCOUNTS AND EMAILS SUCH AS CLIENT GMAIL ACCOUNTS, YAHOO ACCOUNTS, ETC, GOOGLE RANKINGS, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY C55, EVEN IF C55 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
11.2 This Agreement may be terminated at any time by c55 effective immediately upon notice of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the beneﬁt of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach; or (c) becomes aggressive and threatening in the forms of emails, phone calls and any other methods to any of c55’s staff. (d) a project timeline has exceeded a 12-month period without prior agreement.
11.3 If hosting login details to the server is released to any client and issues arise with the website, emails, etc. it will be the responsibility of the client to pay any associated fees to get the site, etc. back to working order. If the access or act of the client has affected the server as a whole and caused any server downtime or damage to other client websites, the client will be liable for all damages to the server as a whole and any associated costs to repair. The client may NOT upload any other website to the server other than the one developed by c55.
11.4 In the event of termination by the client, c55 shall be compensated for the services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due equalling 80% of total project, or (c) hourly fees for work performed by c55 or c55’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. (d) In the event of website Hosting Solutions terminated by the client – If the client moves their website from c55 servers without adhering to c55 terms, (such as moving the site under deceit and not letting c55 cancel the appropriate licenced plugins to c55 only) then the client is liable for the total amount of the original website build plus any additional legal fees and time spent by c55 on recovery time for the remedy of the situation without negotiation.
11.5 In the event of termination by Client and upon full payment of compensation as provided herein, c55 grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to and accepted by Client as of the date of termination.
11.7 c55 can cancel any hosting, retainer, maintenance packages with 48hrs notice without notice and no refunds will be issued for unused work on retainers and hosting. Client will be liable for any money outstanding with such cancellation.
11.6 Upon hosting packages renewal, the client must notify c55 within 5 business days of the renewal invoice date to incur no cancellation fees. If the client does not notify c55 within this time fame they are liable to pay the full hosting package invoice or a minimum hosting period of 6 months depending on what c55 deems fit. This is due to c55 having to pay 3rd parties in advance for these hosting services. No refunds or credits are issued to the client if the hosting account is cancelled after the invoice is paid. If the Client moves their website/emails from c55 servers to a third-party server then all support, warranties and licensed plugin accounts used for site performance, security and maintenance to c55 for the use in that site will be terminated immediately and void.
11.8 Website transfer. Client will be charged a setup fee of $250 + GST if they request their current site to be transferred by 3rd parties. This must be paid before any website “codes” are be released.
11.9 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
12.1 Modification / Waiver. This Agreement may be modified by c55 without notice.
12.2 Notices. All notices to be given hereunder shall be transmitted in writing either by electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
12.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned, or encumbered by operation of law or otherwise, without the prior written consent of the other party.
12.4 Force Majeure. C55 shall not be deemed in breach of this Agreement if c55 is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity of c55 or any local, state, federal, national or international law, governmental order or regulation or any other event beyond c55’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, c55 shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
12.5 Design / Website Access. c55 has created a unique design philosophy which is carried through all designs including branding, website, and print creations. the c55 style is unique and as such may be seen to be similar across other projects. Any similar designs across different projects simply represents the c55 style and as such the client cannot claim any compensation through the redesign of an approved project or any refund of the project’s dollar amount. All our sites are strictly controlled through our server and client security is of utmost importance. As such our clients are given access to manage their site efficiently but are not granted “Administrator” access. This is reserved for c55 use only to ensure our servers and our client’s websites are not breached through security holes created by the client. If for some reason to be determined by c55 the client is given “Administrator” access, all warranties from c55 are null and void.
12.6 Governing Law and Dispute Resolution. The formation, construction, performance, and enforcement of this Agreement shall be in accordance with the laws of Australia and the state of N.S.W without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the National Alternative Dispute Resolution Advisory Council (NADRAC), or other forum mutually agreed to by the parties. C55 in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the party’s specifically consent to the local, state, and federal courts located in the state of N.S.W. The parties hereby waive any jurisdictional or venue defences available to them and further consent to service of process by mail. Client acknowledges that c55 will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that c55 shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to all other remedies provided for herein.
12.7 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
12.8 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
12.9 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. This Agreement comprises this Basic Terms and Conditions document and Detailed Terms and Conditions within this document.
PAYMENT OR ACCEPTANCE OF WORKS BY THE CLIENT FROM c55 FOR A NEW PROJECT OR EXISTING PROJECT AND/OR DEPOSIT/FINAL PAYMENT AND YEARLY WEBSITE HOSTING FEES IS AN ACKNOWLEDGMENT, UNDERSTANDING, AGREEMENT AND ACCEPTANCE OF THE PROPOSAL, INVOICE, BASIC TERMS + CONDITIONS DOCUMENT AND DETAILED TERMS + CONDITIONS WITHIN THIS DOCUMENT.