1. Estimates

1.1 Estimates are valid for 30 days unless otherwise stated.
1.2 Prices are exclusive of VAT.
1.3 Estimated costs must be considered indicative until we have sight of client materials, such as written copy and imagery, and the planning stage for the project is complete.
1.4 Estimates for print projects include the number of pages allowed for. Additional page production will be charged on a pro-rata basis or as specified in our estimate. Unless otherwise stated, we define a page as the equivalent of an A4 page layout.
1.5 The cost of creating and/or including images, charts, tables and graphics, outside of the main framework of the design and not specifically detailed in our estimate, will be assessed on a case-by-case basis.
1.6 Print design estimates include two sets of client changes and corrections. Any additional authors’ changes will be charged at our standard hourly rate.
1.7 Web design estimates include a fixed time allowance for client changes and corrections.
Additional changes will be charged at the appropriate standard hourly rate.
1.8 For print jobs we add expenses for materials, up to 5% of the total design fee, to cover colour and black and white laser proofs. If cromalin or digital proofs are to be supplied, this will be specified in our estimate.
1.9 Estimates include a 90 day warranty from date of release for any website programming errors. After 90 days, any programming fixes or changes will be charged at the appropriate standard hourly rate. We reserve the right to decide whether or not an individual error falls within the scope of the warranty. Programming errors within the 90 day warranty period which fall outside the warranty will be fixed at the appropriate standard hourly rate.
1.10 Where there is a change in requirements of a project, a Change Note will be provided for the additional work, which will include the impact of the change on time and budget (see clause 6.1).
1.11 surgerycreations’s estimates and proposals are confidential and should not be shown to third parties without our written permission.

2. Purchase orders

2.1 We require written authorisation before work commences. This may be in the form of a purchase order, letter or email from an authorised person referring to the job title, the date of our estimate and the appropriate client reference.
2.2 Where there is a variation to the scope of the project as in 1.10 above, written authorisation including acceptance of the additional cost is required before work commences.
2.3 The Quotation once accepted by the Buyer may not be cancelled by it except with surgerycreations written agreement and on terms that the Buyer is to indemnify surgerycreations against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by surgerycreations as a result of cancellation..

3. Billing

3.1 We reserve the right to bill as each project stage is complete or at the end of each month
for work undertaken within a project stage.
3.2 VAT will be charged at the appropriate rate on all supplies unless the client can provide a letter of exemption from HM Customs & Excise.
3.3 Invoices must be paid within 30 days of invoice date. We reserve the right to charge interest at the monthly rate of 2% of the VAT inclusive amount due for the period the invoice is outstanding beyond 30 days.
3.4 For billing purposes we define a day as a period of 7.5 hours. Our minimum billing period is 1 hour for design and production and 30 minutes for support and project management.
3.5 If actual project costs exceed our estimate, we reserve the right to pass up to 5% on to the client without renegotiation.
3.6 In addition to our fees, we may incur out-ofpocket expenses. These expenses will be re-charged to clients and we may ask for funds on account or payment as and when these expenses are incurred. We will consult our clients before incurring substantial expenses.
Where relevant, VAT will be added to such expenses.
3.7 In certain circumstances, surgerycreations may be required to pay the fees on a client’s behalf for third party services such as photography, printing and paper stocks, copywriting, technical programming and domain name registrations or pay a deposit before work commences. We reserve the right to invoice the client for these services for immediate settlement.
3.8 Any queries relating to our charges must be raised within seven days of receipt of our invoice.
3.9 surgerycreations undertakes to respond to any invoice queries within seven days of receipt.

4. Copyright

4.1 surgerycreations assumes that all materials clients supply are copyright approved for the purposes of the project and that any necessary licences or releases have been obtained.
4.2 surgerycreations will negotiate appropriate copyright on a job by job basis for any materials we produce or commission on behalf of our clients, such as design and artwork, copy or photography.
4.3 Transfer to clients of the copyright in all design work and project deliverables is retained by surgerycreations until all the project invoices have been paid in full. We also retain copyright in any rejected designs whether billed to clients or not.
4.4 surgerycreations retains the copyright in all original methodologies employed to generate design work and project deliverables.

5. Client responsibilities

We ask our clients to accept the following responsibilities to enable us to deliver
the project successfully and meet your requirements:
5.1 Participate fully with the process of developing the Project Plan and any requirements specifications.
5.2 Comply with the Project Plan by providing client deliverables in line with the schedule and follow procedures for approval of project stages.
5.3 Approve each project stage, using the forms we provide, in order that work may commence on the next.
5.4 Provide adequate resources at the project team level and nominate a project manager (Client Project Manager) who will be our day-to-day contact. For larger projects we may also ask clients to establish a project board consisting of two senior executives; one as the project owner and one representing the interests of the user.
5.5 Ensure that adequate editorial resources are in place or commission either surgerycreations or a third party to fulfil this role.
5.6 Ensure that the project has the backing of any corporate programmes in place.
5.7 Ensure that adequate financial resources are available to complete the project.

6. Decisions and change management

It is vital that throughout the project all parties understand the scope. In reality there are likely to be some essential changes after the initial Project Plan is agreed and we will always do our utmost to accommodate these within budgetary and time constraints.

6.1 surgerycreations will:

confirm all telephone agreements by email;

record decisions and actions agreed in meetings in contact reports (surgerycreations will prepare these unless otherwise agreed);

where requirements change during the course of a project, issue a Change Note detailing the effect of the changes on the project deliverables and/or timescales. The Change Note will also include and estimate of the additional work where appropriate; alert the client to any issues that might have an impact on our ability to deliver in accordance with the Project Plan.
6.2 Clients are asked to: notify surgerycreations of any factors that might prevent them from meeting their project commitments; prepare contact reports recording decisions and actions agreed in meetings if they do not wish surgerycreations to undertake this role (see 6.1 above).
6.3 Where the change in requirements comprise a substantial reduction in the project, such that the change may be considered to comprise part-cancellation, surgerycreations reserves the right to render charges for the full value of design and production fees as set out in the estimate, which the client has already accepted.

7. Termination

7.1 Default by surgerycreations
The client may by written notice terminate an agreement or suspend its performance of all or any of its obligations immediately and without liability for compensation or damages if:
7.1.1 surgerycreations fails to remedy any breach of its obligations, which is capable of being remedied within a reasonable time after the breach is brought to its attention by written notice from the client.
7.1.2 surgerycreations commits serious or persistent breaches of its obligations, which are not capable of being remedied.
7.2 Default by the client
surgerycreations may by written notice terminate an agreement or suspend its performance of all or any of its obligations immediately and without liability for compensation or damages if:
7.2.1 The client fails to make punctual payment of the fees/expenses as set out in section 3 above, entitled ‘Billing’.
7.2.2 The Client fails to provide the information or co-operation required as set out in the section entitled ‘Client responsibilities’ and as a result surgerycreations is unable to properly fulfil its obligations.
7.3 Default by either party
Either party may by written notice terminate an agreement or suspend its performance of all or any of its obligations immediately and without liability for compensation or damages if:
7.3.1 Any distress or execution is levied against the other
7.3.2 Any composition or arrangement with creditors is made by the other
7.3.3 A receiver or administrative receiver is appointed to any of the other’s property
7.3.4 The other convenes a meeting of its creditors or suffers a petition to be presented to a meeting to be convened or other action to be taken with a view to its liquidation except for the purposes of and followed by amalgamation or reconstruction.
7.3.5 The other dies or becomes bankrupt
7.3.6 The other is guilty of any grave misconduct or wilful neglect in the performance of its obligations
7.3.7 The other is guilty of any act or conduct which in the reasonable opinion of the party giving notice is prejudicial to that party’s interests.
7.4 Consequences of termination
Upon termination of an agreement, the following shall apply:
7.4.1 Payment of arrears
The client shall immediately pay to surgerycreations all arrears of the fees/expenses and/or the fees/expenses reasonably payable for the services provided as soon as these have been quantified.
7.4.2 Return of property
Either party will return to the other any property (including written, photographic or computer records of any kind) in its possession which belong to the other.
7.4.3 Exercise of rights
Either party shall be entitled to exercise any of its rights and remedies given to it by agreement and the termination shall not affect or prejudice such rights and remedies.
7.5 Force majeure
Both the client and surgerycreations will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of any agreement between them impossible, and whereupon all money due to either of the parties shall be paid immediately.

8. Disputes

8.1 In the event of a dispute between the client and surgerycreations, a director will deal personally with the matter. If the dispute cannot be resolved, the client and surgerycreations will appoint an independent party, by agreement, to examine any evidence provided and make recommendations for resolving the dispute. The parties agree to accept such recommendations and to do all things to resolve the dispute speedily.

9. Data Protection

9.1 The Data Protection Act 1998 requires us to advise our clients that their particulars are held on our database. We may, from time to time, use these details to send our clients information which we think will be of interest to them.

Statement of Confidentiality

The information contained in this document and the enclosed appendices is proprietary to surgerycreations. surgerycreations submits this document with the understanding that it will be held in the strictest confidence and will not be disclosed, duplicated or used, in whole or in part, for any purpose other than the evaluation of surgerycreations’s qualifications, without the prior written consent of surgerycreations.