Noisy Creations Terms and Conditions

Video Production, Photography and Creative Services

Effective from 27 July 2026

These Terms and Conditions apply to services supplied by Szymon Stanislaw Wyrembak trading as Noisy Creations (ABN 40 966 910 883) (Noisy, we, us or our) to the person or organisation acquiring those services (Client, you or your).

Please read these Terms before booking a Discovery Session or accepting a Quote. You accept these Terms by signing or electronically accepting a Project Order, accepting an Official Quote that refers to them, selecting an online acceptance checkbox, or otherwise confirming in writing that you accept them.

Noisy will ask you to accept these Terms before the first Discovery Session so that the confidentiality and Creative Concept protections below apply during the complimentary Discovery Phase.

1. How these Terms work

1.1 These Terms apply to the Discovery Phase and to each project for which Noisy supplies video production, photography, creative development, strategy, pre-production, production, post-production, animation, audio, music or related services (Services).

1.2 The specific scope, Deliverables, schedule, fees, usage rights and assumptions for a project will be set out in an accepted Official Quote, Project Order, proposal, statement of work or other written project schedule (Project Order).

1.3 If documents are inconsistent, the following order of priority applies:

(a) any special conditions expressly accepted by both parties;

(b) the accepted Project Order;

(d) any separate services agreement signed by both parties; and

(e) these Terms.

If a signed services agreement states a different order of priority, that agreement applies.

1.4 These Terms apply only to the version accepted for the relevant engagement. We may update the website version from time to time, but an update will apply only to future engagements unless both parties agree in writing to apply it to an existing project.

2. Definitions

In these Terms:

Additional Services means work outside the accepted scope, including a Scope Change or Additional Revision Work.

Additional Revision Work means revision work that is not included under clause 9.

Authorised Representative means the person nominated by the Client to give instructions, approvals and consolidated feedback on the Client’s behalf.

Brief means the approved statement of the project’s objectives, audience, key messages, requirements and constraints.

Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.

Client Materials means any material, information, branding, data, products, people, locations or assets supplied or controlled by the Client.

Creative Concept means the particular combination and execution of narrative, campaign device, structure, visual approach, sequence, messaging and production treatment proposed by Noisy.

Creative Materials means the recorded expression of a Creative Concept, including treatments, decks, scripts, storyboards, moodboards, annotations, shot concepts, presentations and creative rationales.

Deliverables means the outputs expressly listed in an accepted Project Order. Final Deliverables means the approved, fully paid, final versions of those outputs.

Discovery Phase means the complimentary discovery and initial moodboarding described in clause 3.

Official Quote means Noisy’s final written price and assumptions for a project.

Production Day means a booked day on which filming, photography, sound recording or another principal production activity is scheduled to occur.

Project Fee means the fee for the included Services under an accepted Project Order, excluding GST unless expressly stated otherwise.

Revision Round means one consolidated set of valid Frame.io comments that meets clause 9.

Scope Change means a change to an approved Brief, Creative Concept, Creative Materials, schedule, Deliverables, usage rights or production requirement.

Third-Party Materials means material or rights owned or controlled by someone other than Noisy or the Client.

3. Complimentary Discovery Phase

3.1 For the Client’s first proposed project, Noisy will provide the following at no charge:

(a) the first two (maximum) scheduled Discovery Sessions, each lasting up to 60 minutes; and

(b) one initial collaborative Milanote moodboard.

3.2 The Discovery Phase is intended to help Noisy understand the Client’s business, objectives, audience, key messages, brand, intended channels, practical constraints and preferred creative direction.

3.3 The complimentary work includes reasonable preparation for, and reasonable updates arising from, the two Discovery Sessions. Unless Noisy agrees otherwise in writing, it does not include:

(a) additional meetings or workshops;

(b) alternative moodboards or multiple creative routes;

(d) detailed research, campaign strategy or testing; or

(e) any other work beyond the two sessions and initial Milanote moodboard.

Any additional work is an Additional Service and requires a separate written quote or approval.

3.4 A Discovery Session cancelled by the Client with less than 24 hours’ notice, or missed without notice, counts as one of the two complimentary sessions unless Noisy agrees otherwise in writing.

3.5 A Milanote board may contain third-party images, video, music and other references for discussion and inspiration. Their inclusion does not grant either party permission to reproduce, publish or commercially use those assets.

4. Creative presentation, estimate and booking

4.1 Following the Discovery Phase, Noisy may present:

(a) a documented Creative Concept, which may take the form of a treatment, deck, script outline, storyboard, creative rationale or annotated Milanote board; and

(b) a preliminary budget estimate.

4.2 A preliminary estimate is indicative only. It may change when the final scope, Deliverables, locations, personnel, equipment, licences, usage, schedule, travel and third-party costs are confirmed.

4.3 If the Client approves the proposed creative direction and preliminary estimate in writing, Noisy will prepare an Official Quote and Project Order.

4.4 A project and its production dates are confirmed only when:

(a) the Client has accepted the Official Quote;

(b) the parties have accepted the relevant Project Order or agreed written scope; and

Until all three steps are complete, proposed dates remain available to other clients.

4.5 Unless the Official Quote states otherwise, it is valid for 14 calendar days. Noisy may issue a revised quote if the acceptance period expires or if the scope, assumptions, dates, suppliers, exchange rates or third-party costs change before booking.

5. Creative Concept ownership and non-use

5.1 The complimentary Discovery Phase and presentation of Creative Materials do not assign, sell or license any intellectual property rights to the Client.

5.2 Noisy retains all right, title and interest in its Creative Materials, including copyright in the original expression recorded in treatments, decks, scripts, storyboards, moodboards, shot concepts, campaign devices, structures, sequences, taglines and visual treatments.

5.3 Creative Materials are disclosed only so the Client can evaluate Noisy’s proposal. If the Client does not proceed with Noisy, the Client must not, without Noisy’s prior written permission:

(a) use, reproduce, adapt, publish or distribute the Creative Materials;

(b) disclose them outside the Client’s internal evaluation team;

(d) commission another person to implement or substantially reproduce the Creative Concept or Creative Materials.

The Client must also stop accessing shared boards and, if requested, delete or return copies.

5.4 Clause 5.3 is a contractual confidentiality and non-use obligation in addition to any rights available under copyright or other law. It applies to the particular combination and execution presented by Noisy even where an individual general idea, style, theme, fact or production technique would not itself attract copyright protection.

5.5 Clause 5.3 does not apply to:

(a) the Client’s pre-existing material;

(b) information already lawfully public through no breach of these Terms;

(d) generic production techniques and industry conventions.

5.6 If the Client wants to use a Creative Concept without engaging Noisy to produce it, the parties may negotiate a separate written licence or assignment and a creative development fee. No rights arise unless that agreement is accepted and the applicable fee is paid in full.

5.7 Noisy may reuse its general skills, know-how, production methods and generic ideas, provided it does not disclose the Client’s Confidential Information or reproduce Client Materials.

6. Scope and changes

6.1 Noisy will supply only the Services and Deliverables expressly listed in the accepted Project Order and will work substantially in accordance with the approved Brief and Creative Materials. Anything not expressly included is excluded.

6.2 The following are examples of Scope Changes:

(a) a new or changed creative direction, Brief, approved script or key message;

(b) changes to the number, duration, format, aspect ratio, language or technical specification of Deliverables;

(d) reshoots or replacement footage;

(e) additional animation, visual effects, graphics, captions, versions or exports;

(f) changed music or talent after approval; or

(g) expanded media, territory, term, purpose or other usage rights.

6.3 Before starting a Scope Change, Noisy will provide a written change quote or estimate and identify any expected schedule impact. Noisy is not required to begin the changed work until the Client approves it in writing and, where requested, pays the applicable amount.

6.4 Noisy may pause affected work while a Scope Change is being considered. The schedule will move by the resulting delay and remain subject to Noisy’s availability.

6.5 Noisy may engage suitably qualified crew, specialists and subcontractors and remains responsible for the Services they perform. Noisy may substitute reasonably equivalent personnel, equipment or suppliers where necessary, provided this does not materially change the agreed creative outcome or Project Fee, unless the Project Order identifies a named person or item as essential.

7. Client responsibilities and approvals

7.1 The Client must nominate one Authorised Representative. Noisy may rely on that person’s instructions, approvals and Frame.io feedback as binding on the Client.

7.2 The Client must:

(a) provide accurate information, Client Materials, decisions, access and personnel by the agreed dates;

(b) consolidate feedback from its internal stakeholders before submitting it;

(d) promptly notify Noisy of any known restrictions, risks or changes affecting the project; and

(e) cooperate reasonably so Noisy can provide the Services.

7.3 Responsibility for locations, permits, filming notices, privacy consents and appearance releases will be allocated in the Project Order. Unless the Project Order states otherwise:

(a) the Client is responsible for permissions relating to Client-controlled locations, employees, customers, products and Client Materials; and

(b) Noisy is responsible for releases and permissions relating to paid talent and suppliers it directly engages.

7.4 The Client is responsible for final legal, regulatory, brand and factual approval of advertising claims, testimonials, product statements, offers, prices, trade marks, privacy notices and Client-supplied content. Noisy does not provide legal or regulatory advice.

7.5 If the Client misses a dependency, decision or approval date, the schedule will move by at least the resulting delay and remain subject to Noisy’s availability. Demonstrable additional supplier, crew, studio, travel, rebooking or remobilisation costs caused by the delay will be treated as a Scope Change.

8. Fees, GST and payment

8.1 Unless expressly stated otherwise:

(a) all amounts are in Australian dollars;

(b) all prices exclude GST; and

8.2 The Booking Deposit is 50% of the Project Fee plus applicable GST. It is credited against the Project Fee and may be applied to work performed, capacity reserved and cancellation amounts properly payable under clause 16.

8.3 Unless the Project Order states otherwise, the remaining 50%, together with approved Additional Services, expenses and GST, is due within seven calendar days of the final invoice and must be paid before Noisy releases unwatermarked or high-resolution Final Deliverables or activates the Client’s usage licence.

8.4 Travel outside the Sydney metropolitan area, accommodation, permits, studios, locations, equipment hire, talent, voice-over, music, stock assets, couriers and other third-party costs are excluded unless expressly included in the Official Quote. Noisy may require prepayment before committing those costs.

8.5 If the Client genuinely disputes an invoice, it must notify Noisy within five Business Days, identify the disputed amount and explain the reasons. The Client must pay the undisputed portion on time, and the parties must work promptly and in good faith to resolve the balance.

8.6 If an undisputed amount remains overdue seven days after written notice, Noisy may:

(a) pause work and withhold delivery;

(b) move the schedule to its next reasonable availability after payment;

(d) recover reasonable external debt-recovery costs actually incurred.

9. Review and revisions – Frame.io only

9.1 Noisy will upload review drafts to the project’s Frame.io workspace and notify the Authorised Representative. Review drafts are for internal review only and may be watermarked, timecoded or supplied at reduced resolution.

9.2 Unless the Project Order expressly states otherwise, the Project Fee includes two Revision Rounds.

9.3 A Revision Round means one complete and consolidated set of clear, timecoded comments:

(a) submitted by the Authorised Representative;

(b) submitted exclusively through Frame.io;

(d) completed by posting “ROUND 1 FEEDBACK COMPLETE” or “ROUND 2 FEEDBACK COMPLETE”, as applicable.

9.4 The Client must consolidate all stakeholder feedback before completing a Revision Round. Noisy is not required to begin revisions until the relevant completion message has been posted.

9.5 Frame.io is the exclusive revision channel. Feedback sent by email, text, WhatsApp, Slack, social media, telephone, meeting, voice note, shared document or any other channel:

(a) is not a valid Revision Round;

(b) does not preserve a feedback deadline; and

If Frame.io is materially unavailable, Noisy may nominate a replacement review platform in writing. This is the only exception.

9.6 Included revisions must be reasonably capable of being completed from the material captured and must remain consistent with the approved Brief, Creative Materials, script and Deliverables. Round 1 should contain the Client’s substantive edit notes. Round 2 is intended for refinement and correction of the revised draft.

9.7 The following are not included revisions:

(a) a new creative direction or change to an approved Brief, script or message;

(b) a reshoot or request for new footage;

(d) additional animation, visual effects or graphics;

(e) replacement of previously approved music, talent or material; or

(f) work caused by incomplete, late or conflicting earlier feedback.

Those requests are Scope Changes or Additional Revision Work.

9.8 Any third or later Revision Round, and any Additional Revision Work, will be quoted separately based on complexity, starting at A$150 plus GST per hour. No additional work will start until the Client approves the quote in writing.

9.9 Correcting an objective technical error, or a clear failure by Noisy to implement an approved and in-scope Frame.io comment, does not use an additional Revision Round and will not be charged.

9.10 Late feedback automatically moves all later milestones and remains subject to Noisy’s availability. If the Client provides no valid Frame.io feedback for 20 Business Days, Noisy may pause the project. After six months of Client inactivity, Noisy may close the project on 10 Business Days’ written notice and invoice work performed and committed costs.

9.11 Final approval occurs when the Authorised Representative posts “APPROVED” in Frame.io. Changes requested after Final Approval are Additional Services.

10. Production standard, schedule and safety

10.1 Noisy will perform the Services with due care and skill, using appropriately skilled personnel and professional production practices suitable for the project.

10.2 Subject to the approved Brief, Creative Materials and specific Project Order requirements, the Client gives Noisy reasonable creative and technical discretion over matters not expressly specified.

10.3 Milestone and delivery dates depend on timely Client cooperation, supplier availability and circumstances reasonably outside Noisy’s control. Noisy will notify the Client of a material expected delay and propose a revised schedule.

10.4 Noisy may suspend or alter filming where it reasonably considers conditions unsafe, unlawful or likely to cause injury or damage to people, property or equipment. The parties will cooperate on a safe alternative. Client-caused safety delays or undisclosed hazards may be treated as a Scope Change.

10.5 Unless expressly guaranteed in the Project Order, Noisy does not guarantee views, engagement, leads, sales, awards, broadcast acceptance, platform approval or any other commercial result.

11. Approval, delivery and technical acceptance

11.1 After Final Approval and full payment, Noisy will supply the Final Deliverables in the formats and by the delivery method stated in the Project Order.

11.2 Additional exports, versions, captions, project packaging, source files or delivery methods are Additional Services unless expressly included.

11.3 The Client must not publish, broadcast, distribute or otherwise use any draft, review link, proxy, watermarked file or unapproved Deliverable.

11.4 The Client should notify Noisy through Frame.io or at hello@noisycreations.com within five Business Days of delivery of any reasonably apparent objective technical defect, corrupt file or mismatch with the agreed export specification. Noisy will correct a verified technical issue within a reasonable time at no charge. This does not reopen creative approval or limit any right that cannot lawfully be excluded.

11.5 The Client must promptly download, test and securely back up the Final Deliverables. Noisy is not the Client’s permanent archive or hosting provider.

12. Intellectual property and usage rights

12.1 The Client retains ownership of Client Materials. The Client grants Noisy and its production personnel a non-exclusive, worldwide, royalty-free licence to use, reproduce, adapt and communicate Client Materials only as reasonably necessary to provide the Services and exercise Noisy’s rights under these Terms.

12.2 Unless a Project Order expressly states otherwise, Noisy owns all right, title and interest, including copyright, in:

(a) Creative Materials and Deliverables;

(b) raw footage, rushes, unused takes, RAW image files and contact sheets;

(d) Noisy’s templates, methods, tools, processes, know-how and other background material.

This excludes Client Materials and Third-Party Materials.

12.3 To the extent necessary, this clause operates as an agreement to the contrary for the purposes of the Copyright Act 1968 (Cth). To the extent any project intellectual property would otherwise vest in the Client because it commissioned or paid for the work, the Client assigns that intellectual property to Noisy immediately on creation, including by present assignment of future copyright, excluding Client Materials and any express assignment stated in the Project Order.

12.4 Once Noisy has received all amounts due for the project, Noisy grants the Client the usage licence stated in the Project Order. Unless the Project Order states otherwise, the default licence is a perpetual, worldwide, royalty-free licence, exclusive to the Client, its related bodies corporate and service providers, to reproduce, publish, display, communicate and broadcast the Final Deliverables for the Client’s own business, marketing, advertising, internal and recruitment purposes. The licence remains subject to Noisy’s portfolio rights and all Third-Party Material restrictions.

12.5 The default licence permits reasonable cropping, resizing, excerpting, captioning, subtitling, compression and logo or end-card changes needed for the agreed use, provided the Client does not:

(a) distort or use the work unlawfully;

(b) falsely attribute the work;

(d) separately extract or exploit Third-Party Materials.

12.6 The licence begins only after full payment and remains subject to all talent, music, stock, location, broadcaster and platform restrictions stated in the Project Order or relevant third-party licence. Expanded media, territory, term or purpose requires Noisy’s written approval and may involve additional fees.

12.7 Raw footage, rushes, unused material, editable project files and source assets are not Deliverables unless they are expressly listed and priced in the Project Order. Any agreed transfer remains subject to third-party restrictions and does not transfer Noisy’s background materials, methods, templates, software licences or non-transferable source licences.

12.8 Noisy will use reasonable efforts to obtain from personnel it engages the moral-rights consents reasonably required for the agreed production, editing, technical adaptation and use. The Client must not falsely attribute the work or subject it to derogatory treatment.

13. Third-Party Materials, talent and music

13.1 Stock footage, stock images, fonts, music, sound effects, archival material, software outputs and other Third-Party Materials are licensed, not sold.

13.2 The Client may use Third-Party Materials only as incorporated in the Final Deliverables and only within the applicable licence terms, unless a separate transferable licence is supplied.

13.3 The Project Order must state the permitted media, territory and term for paid talent, performers, influencers and voice-over artists. Renewal or expanded usage is subject to availability and additional fees.

13.4 Unless expressly included, the Client is responsible for licences, royalties, reporting or fees arising from exhibition, broadcast, public performance, paid media placement or other exploitation of the Final Deliverables.

13.5 The Client warrants that it has secured all rights, releases and consents required for Noisy to use Client Materials as instructed and for the Client to exploit the Final Deliverables for the agreed use.

14. Confidentiality, platforms and generative AI

14.1 Each party must protect the other party’s non-public commercial, financial, technical, creative and personal information (Confidential Information) and use it only for the project. Confidential Information includes Creative Materials, pricing, business plans, unreleased products and personal information.

14.2 A party may disclose Confidential Information:

(a) to personnel, professional advisers and suppliers who need it for the project and are bound by confidentiality; or

(b) where disclosure is required by law.

14.3 Information is not Confidential Information if it is already lawfully public, was lawfully known without restriction, was lawfully obtained from a third party or was independently developed without using the other party’s Confidential Information.

14.4 Confidentiality obligations continue for three years after disclosure. Trade secrets and copyright-protected Creative Materials remain protected for as long as the relevant rights or confidentiality subsist.

14.5 The Client authorises Noisy to use reasonable third-party production and collaboration services, including Milanote, Frame.io and secure file-transfer platforms. Each party must use reasonable account security and avoid uploading unnecessary sensitive information.

14.6 Noisy will not materially incorporate generative-AI-created content into a Final Deliverable, or upload the Client’s unreleased Confidential Information to a public model-training service, unless the Project Order or an approved Scope Change expressly permits it. Approved AI use remains subject to the relevant tool’s licence and any disclosed limitations.

15. Portfolio, credits and storage

15.1 Unless the Project Order records an embargo or opt-out, after the Client first publishes the project Noisy may:

(a) display Final Deliverables and reasonable excerpts or stills on its website, showreel, portfolio, social channels, pitches and case studies;

(b) enter the work into awards; and

15.2 Noisy must comply with any agreed written embargo and must not disclose Client Confidential Information. Any opt-out or extended embargo should be recorded in the Project Order before booking.

15.3 Where commercially customary and practical, a Project Order may specify a production credit such as “Produced by Noisy Creations”.

15.4 Noisy will store the approved Final Deliverables for 12 months after delivery. Unless the Project Order states otherwise, Noisy may delete raw footage, rushes, drafts, project files and unused material at any time after Final Approval.

15.5 Longer storage or managed archiving must be agreed and quoted separately. Noisy does not guarantee that deleted, lost or corrupted material can be recovered after the applicable retention period.

16. Rescheduling, cancellation and termination

16.1 The Client may cancel a confirmed project by written notice. The cancellation amount will be a reasonable estimate of work performed, non-cancellable commitments and production capacity reserved, subject to the following maximum amounts:

(a) 14 calendar days or more before the first booked Production Day: up to 50% of the Project Fee;

(b) 5 to 13 calendar days before the first booked Production Day: up to 75% of the Project Fee; or

(c) fewer than 5 calendar days before the first booked Production Day, or after production has started: up to 100% of the Project Fee.

16.2 Noisy will take reasonable steps to reduce its loss and will credit costs reasonably avoided or amounts recovered by rebooking.

16.3 Approved third-party costs that cannot reasonably be cancelled or recovered are payable in addition to the percentage cap in clause 16.1 where those costs were expressly excluded from the Project Fee.

16.4 Noisy may apply the Booking Deposit to the cancellation amount. If the amount properly due is less than the amount paid, Noisy will refund the difference within 10 Business Days after costs are finalised. If it is more, the Client must pay the balance within seven calendar days of invoice.

16.5 If the Client asks to reschedule:

(a) the parties will use reasonable efforts to agree a replacement date;

(b) the Client must pay non-recoverable costs and any additional amount stated in a written rescheduling quote; and

(c) if Noisy cannot accommodate the requested replacement date, the Client may retain the original date or cancel under clause 16.1.

16.6 Either party may terminate these Terms or an affected Project Order if the other party materially breaches them and fails to remedy the breach within 10 Business Days after receiving written notice.

16.7 Noisy may suspend work immediately for non-payment, unsafe conditions, unlawful instructions or a serious threat to people, property, Confidential Information or intellectual property.

16.8 If Noisy cancels for convenience and cannot provide a reasonably acceptable replacement, Noisy will refund amounts paid for Services not performed and reimburse the Client’s reasonable, direct and non-recoverable costs incurred in reliance on the confirmed booking, subject to clause 19 and any rights that cannot lawfully be excluded.

16.9 If an event beyond a party’s reasonable control delays or prevents performance, including severe weather, natural disaster, public health emergency, government restriction, industrial action, utility or platform failure, serious illness, accident or transport disruption:

(a) the affected party must promptly notify the other and take reasonable steps to reduce the impact;

(b) the parties will first try to reschedule; and

(c) if material performance remains prevented for more than 60 days, either party may terminate the affected project. The Client must pay for Services performed and non-recoverable commitments, and Noisy will refund any unused balance.

16.10 Termination does not affect rights and payment obligations already accrued. Any review licence ends, the Client must stop using unpaid Deliverables, and clauses concerning Creative Concept protection, intellectual property, confidentiality, payment, liability, dispute resolution and any provisions intended to survive will continue.

17. Warranties and Australian Consumer Law

17.1 Noisy warrants that:

(a) it will perform the Services with due care and skill; and

(b) to its knowledge, original material created solely by Noisy for the Final Deliverables will not knowingly infringe a third party’s intellectual property rights.

17.2 The Client warrants that:

(a) it has authority to enter the agreement;

(b) its instructions and Client Materials are accurate, lawful and properly cleared; and

(c) the intended use of the Final Deliverables will not infringe rights, mislead, defame, breach privacy or contravene applicable law.

17.3 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified, including under the Competition and Consumer Act 2010 (Cth), Schedule 2 — the Australian Consumer Law.

17.4 Where liability for a failure to comply with a consumer guarantee may lawfully be limited, Noisy’s liability is limited, at Noisy’s election, to resupplying the affected Services or paying the reasonable cost of having them resupplied.

18. Liability and indemnities

18.1 To the maximum extent permitted by law, each party’s total aggregate liability arising from a project is capped at the total Project Fee for that project.

18.2 The cap in clause 18.1 does not apply to:

(a) payment obligations;

(b) fraud or wilful misconduct;

(d) infringement or misuse of the other party’s intellectual property;

(e) breach of confidentiality; or

(f) liability that cannot lawfully be limited.

18.3 To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, loss of opportunity, loss of anticipated profit or loss arising from platform, broadcaster or audience decisions, except to the extent that loss is recoverable under a law that cannot be excluded.

18.4 The Client indemnifies Noisy and its personnel against third-party claims and reasonable losses to the extent caused by:

(a) Client Materials or Client instructions;

(b) unlawful or unauthorised use of Deliverables;

(d) the Client’s breach of its warranties.

18.5 Noisy indemnifies the Client against third-party claims and reasonable losses to the extent caused by:

(a) original material created solely by Noisy infringing intellectual property rights; or

(b) Noisy’s negligent bodily injury or property damage.

This does not apply to Client Materials, approved Third-Party Materials or Client-directed content.

18.6 A party seeking indemnity must promptly notify the other party, provide reasonable cooperation, allow reasonable control of the defence and settlement, and take reasonable steps to reduce loss. A settlement must not admit fault or impose a non-monetary obligation on the indemnified party without its consent.

19. Dispute resolution

19.1 A party claiming a dispute must give written notice describing it. Within five Business Days, authorised representatives of both parties must meet and try in good faith to resolve it.

19.2 If the dispute remains unresolved after 10 Business Days, either party may refer it to mediation in Sydney before an independent mediator accredited under the Australian Mediator and Dispute Resolution Accreditation Standards. The parties will share the mediator’s fees equally and bear their own costs.

19.3 Nothing in this clause prevents either party from:

(a) seeking urgent interlocutory or injunctive relief;

(b) enforcing an undisputed debt; or

20. General

20.1 Independent contractor: Noisy is an independent contractor. Nothing in these Terms creates an employment relationship, partnership, joint venture, fiduciary relationship or agency between the parties.

20.2 Assignment and subcontracting: Neither party may assign its rights or obligations without the other party’s prior written consent, which must not be unreasonably withheld, except as part of a genuine sale or restructure of substantially all of that party’s business. Noisy may subcontract Services in accordance with clause 6.5.

20.3 Notices: Formal notices must be in writing and sent to the contact email stated in the Project Order. Notices to Noisy must be sent to hello@noisycreations.com. A notice is taken to be received when the sender’s system records successful delivery, unless sent after 5.00 pm at the recipient’s location, in which case it is received on the next Business Day.

20.4 Variations: A variation to an accepted project must be in writing and accepted by authorised representatives of both parties. An accepted electronic Project Order, change quote or written Scope Change approval satisfies this requirement.

20.5 Entire agreement: These Terms, the accepted Project Order, Official Quote and any accepted special conditions contain the entire agreement about the project and replace prior discussions and representations, except for rights arising from fraud, misleading conduct or a law that cannot be excluded.

20.6 Severability: If a provision is invalid or unenforceable, it will be read down to the minimum extent necessary or severed without affecting the remaining provisions.

20.7 Waiver: A waiver must be in writing and applies only to the particular instance stated.

20.8 Electronic acceptance: Documents may be accepted electronically and in counterparts. Together, accepted counterparts form one agreement.

20.9 Governing law: These Terms are governed by the laws of New South Wales, Australia. Subject to clause 19, the parties submit to the non-exclusive jurisdiction of the courts and tribunals of New South Wales.

21. Contact

Noisy Creations
Szymon Stanislaw Wyrembak trading as Noisy Creations
ABN 40 966 910 883
Glebe NSW 2037, Australia
Email: hello@noisycreations.com
Website: www.noisycreations.com.au

Noisy Creations Terms and Conditions Video Production, Photography and Creative Services

Noisy Creations Terms and Conditions

Video Production, Photography and Creative Services