The proposal defines the services, deliverables, fees and project schedule. Services and deliverables not included in the proposal are outside the agreed scope.

The client must provide complete and accurate information, materials, access and feedback in time for the work to proceed. The client must appoint a contact person authorised to provide consolidated feedback and approvals.

The client is responsible for the accuracy and legality of its content and for obtaining permission to use materials it supplies.

Translations must be supplied by the client unless included in the proposal. Translation services requested from Noisy Napkin are quoted separately.

Delivery dates are estimates unless expressly agreed as binding. Delays in client input, approvals or access may require rescheduling. Additional work resulting from incomplete information, an incorrect briefing or changed instructions is chargeable.

Unless otherwise agreed, the design process includes one substantial feedback round and one minor feedback round.

Following the first design proposal, the client may request substantial visual adjustments within the agreed brief. Following the second proposal, feedback is limited to minor corrections and finishing touches. The third proposal is the final design.

Additional rounds, changes to previously approved work and new creative directions are charged separately.

Before publication or production, the client must check and approve the final proof, design or prototype. Noisy Napkin is not responsible for errors in content or design that the client has reviewed and approved.

Fees and the applicable currency are stated in the proposal. Prices exclude VAT and other applicable taxes unless expressly stated otherwise.

Additional work is charged at the hourly rate stated in the proposal or under a separate quotation. Noisy Napkin will identify additional work and obtain written approval before proceeding.

Unscheduled additional work requested for delivery in fewer than five business days is rush work and is charged at 150% of the applicable hourly rate. Acceptance of rush work depends on availability.

Business days are Monday to Friday, excluding Norwegian public holidays.

Music, sound effects, stock images, footage, fonts, software, plugins and other third-party materials are excluded from the project fee unless expressly included in the proposal. Purchases made on the client’s behalf require prior approval.

Third-party materials remain the property of their respective owners and are subject to their own licence terms. No transfer of rights under this agreement grants ownership of those materials or rights beyond the applicable licence.

Before such materials are selected or licensed, the client must disclose the intended use, including relevant publication platforms, channels, monetisation, paid advertising and any intended reuse or distribution by others. Noisy Napkin will arrange licences appropriate to the expressly agreed use and communicate relevant restrictions, publication deadlines and registration requirements.

Any use beyond that agreed scope requires the client to verify and obtain the necessary additional permissions at its own expense. This includes, where not already covered, later monetisation, new uploads, publication on additional channels or platforms, re-edits, new campaigns and reuse of individual assets.

Unless expressly agreed otherwise, Noisy Napkin is not required to maintain a subscription, renew a licence or provide ongoing channel registration, whitelisting or rights administration after completing the agreed licensing and publication arrangements. The client is responsible for any continuing requirements communicated to it and for licences or subscriptions held in its own name.

Noisy Napkin does not guarantee that platforms or rights holders will never issue automated copyright claims, restrict publication or interrupt monetisation, even where a valid licence exists. Assistance with claims, additional licensing, replacement assets or re-editing is chargeable unless required to remedy Noisy Napkin’s failure to fulfil the expressly agreed initial licensing arrangements.

Subject to section 14, Noisy Napkin is not responsible for claims, costs, restrictions or lost monetisation resulting from use outside the agreed scope, the client’s failure to meet communicated licensing requirements, subsequent changes to third-party terms or platform policies, or expiry of coverage beyond the agreed licensing period.

Unless otherwise agreed, the client purchases and maintains required font licences directly.

Invoices are payable within 14 calendar days of issue, unless the proposal states otherwise.

Any agreed payment schedule applies. If the project is delayed or paused, Noisy Napkin may invoice work already performed and approved costs already incurred.

Late payments may attract interest and recovery costs in accordance with applicable Norwegian law.

Noisy Napkin may suspend work or withhold unpaid deliverables after written notice if an overdue payment remains unpaid. Resulting delays may affect the project schedule.

Rights in unpaid deliverables do not transfer until the relevant fees and costs have been paid in full. Rights already transferred in fully paid deliverables are not revoked because of a separate unpaid invoice.

Upon full payment of the relevant fees and costs, Noisy Napkin assigns to the client the transferable economic intellectual property rights it holds in the original, approved work created specifically for the client and embodied in the final deliverables.

Final deliverables are the outputs supplied for the agreed end use, such as PDFs, exported images, finished videos, text or the delivered website. They do not include underlying editable files or production materials unless expressly agreed otherwise.

The assignment applies worldwide for the full duration of the transferred rights. It includes the right to use, reproduce, publish, distribute, modify and further develop the final work, to authorise others to do so, and to transfer the acquired rights. No further permission from Noisy Napkin is required. The agreed fee includes compensation for this assignment.

The assignment of intellectual property rights does not create an entitlement to source files, editable project files or other underlying production materials.

Unless expressly agreed in writing, Noisy Napkin retains its working files, layered design files, editing projects, raw footage, preliminary work, unused concepts, internal documentation and development tools. For websites, code forming part of the agreed deployed website is included in the delivery; internal repositories, development environments, build tools and other production materials are excluded unless expressly included.

Source files may be supplied under a separate written agreement, either agreed before the project or arranged later, subject to their continued availability and any third-party restrictions. Noisy Napkin may charge for retrieving, organising, cleaning, packaging, documenting and transferring files, and for any separately agreed archival service. Noisy Napkin is not required to retain source files for possible future delivery.

Noisy Napkin’s pre-existing or reusable tools, methods and components remain its property. Where these are embedded in the final deliverables, the client receives a perpetual, worldwide, royalty-free licence to use and adapt them as part of those deliverables, including through other service providers. This licence does not require delivery of excluded source materials.

Client materials remain the client’s property. Third-party materials remain subject to section 5 and their respective licences.

Noisy Napkin will obtain the necessary rights from subcontractors to provide the assignments and licences promised under this agreement.

Moral rights remain protected to the extent required by applicable law. Noisy Napkin consents, to the extent legally permitted, to adaptations required for the client’s use and further development of the final work.

Trademark clearance, registration and other legal rights searches are not included unless expressly agreed.

Websites are developed against the approved design and the functionality described in the proposal. Pages or states not separately designed may be implemented consistently with the approved visual approach.

Unless otherwise agreed, Noisy Napkin provides a password-protected staging website for a five-business-day testing period, beginning on the first business day after the client has received working access and written notice that testing can begin.

During this period, the client must review the website and report technical errors and minor layout adjustments in one consolidated written list. Corrections within the agreed scope are included. New functionality, substantial design changes and other additions are chargeable.

At the end of the testing period, the client accepts the website in its then-current condition, as is. Items reported within the testing period and acknowledged as in-scope corrections remain to be completed. Their correction does not reopen the general testing period unless agreed in writing.

Acceptance closes the project’s included testing and correction phase. No free post-acceptance warranty, troubleshooting or correction period is included. Issues first reported after acceptance, including issues alleged to originate in the original development, are handled as new, chargeable work, to the fullest extent permitted by applicable law.

Websites depend on third-party software and services, including scripts, templates, plugins, hosting platforms, browsers, operating systems and external integrations. Noisy Napkin does not guarantee uninterrupted operation, permanent compatibility, complete security or freedom from errors.

Changes, failures or incompatibilities arising from these dependencies, client changes or changes made by other providers are outside the original project scope after acceptance.

Any expressly agreed ongoing support arrangement takes precedence over this section for the services it covers. The limitations in this section are subject to section 14.

Noisy Napkin may engage subcontractors to carry out parts of the agreed work. During the project, Noisy Napkin remains responsible for its agreed delivery obligations, subject to these terms.

Hosting, domain registration, email services, ongoing maintenance, backups, security updates and support are included only where expressly stated in the proposal.

Where maintenance is to be provided directly by an external provider, the client enters into a separate agreement with that provider. The handover date and responsibilities will be recorded in writing.

From that date, the external provider is responsible for the services covered by its maintenance agreement. Noisy Napkin has no ongoing monitoring, maintenance, backup, security or support obligation unless separately agreed.

Handover covers the agreed final website deliverables and the client’s transferable administrative access. It does not include source files or internal production materials excluded under section 7. Any additional files, documentation, migration, training or transition assistance must be separately agreed and may be chargeable.

Outstanding project items will be recorded separately. The client is responsible for arranging continuity of hosting, licences and maintenance following handover.

Each party must keep the other party’s non-public business information confidential and use it only to perform the agreement. This obligation continues after the project ends.

Noisy Napkin may share information with subcontractors who need it for the project and are subject to appropriate confidentiality obligations.

Where Noisy Napkin processes personal data on the client’s behalf, the parties will enter into a suitable data processing agreement before that processing begins.

Noisy Napkin may use AI-assisted tools in its workflow, subject to confidentiality, licensing and data protection obligations.

After the client has publicly launched the work, Noisy Napkin may display the final work and identify the client in its portfolio, website, social media, award submissions and other professional promotion.

Confidential information and unpublished work will not be disclosed without permission. Any agreed embargo or confidentiality restriction takes precedence.

Visible credits on a website, publication or other deliverable will be agreed separately.

The client may terminate the project by written notice. Work performed up to termination is charged at NOK 1,300 per hour, excluding applicable VAT, together with approved external costs already incurred or irrevocably committed. Amounts already paid will be credited against the final settlement; any excess will be refunded.

If the nature or definition of the assignment materially changes, Noisy Napkin may end the assignment by written notice. In that case, only work already performed and approved external costs are payable.

If circumstances beyond Noisy Napkin’s reasonable control make continuation unreasonable, Noisy Napkin may terminate the project without liability for the resulting non-completion. Work performed and approved costs remain payable.

If the client’s material breach or conduct makes continuation unreasonable, Noisy Napkin may terminate the agreement and claim the remaining agreed project fee, less costs saved by not completing the work. Where the breach can reasonably be remedied, Noisy Napkin will first give written notice and a reasonable opportunity to remedy it.

The client may terminate for Noisy Napkin’s material breach if it remains unremedied after written notice and a reasonable opportunity to remedy it. The client-cancellation hourly settlement above does not apply to such termination.

On termination, completed and usable work for which payment has been received will be made available to the client, with the rights applicable to that paid work. Noisy Napkin is not required to complete unfinished deliverables.

The client is responsible for downloading and securely storing final deliverables and any separately agreed source files, and for maintaining its own backups.

Noisy Napkin has no obligation to retain, archive or recover project files after delivery unless a separate archival arrangement has been agreed in writing. Files retained voluntarily may subsequently be deleted without notice, subject to applicable legal retention obligations.

Any agreed archival service will specify its duration, scope and fee. Retention of files does not itself entitle the client to receive source files or other materials excluded under section 7.

Later retrieval, preparation, packaging, conversion or transfer of available files may be charged separately. Recovery or compatibility with future software cannot be guaranteed.

Subject to the website acceptance provisions, Noisy Napkin is responsible for performing its agreed services with reasonable professional care.

Noisy Napkin is not liable for indirect or consequential losses, including loss of profit, revenue, business opportunities, goodwill or anticipated savings.

Noisy Napkin’s total aggregate liability arising from a project is limited to the fees paid or payable to Noisy Napkin for that project, excluding taxes and third-party costs.

Noisy Napkin is not responsible for failures attributable to client-supplied materials, unauthorised changes, independently contracted providers or third-party systems outside its reasonable control. This does not remove responsibility for Noisy Napkin’s own agreed selection, configuration or coordination services, subject to the acceptance provisions and liability limits in this agreement.

Nothing in these terms excludes or limits liability for fraud, wilful misconduct, gross negligence or any liability that cannot lawfully be excluded or limited.

The agreement is governed by Norwegian law.

The parties will first attempt to resolve disputes through good-faith discussion. If no resolution is reached, disputes are subject to the Norwegian courts, with venue at Noisy Napkin’s registered place of business, subject to mandatory procedural rules.

If a provision is held invalid or unenforceable, the remaining provisions continue to apply.