Legal

Creative Terms of Business

Last updated: June 2026

Draft for review These Creative Terms of Business are a working draft generated from the locked policy decisions in docs/CREATIVES-AGREEMENT-DECISIONS.md. The clauses that carry the commercial and legal risk (independent-contractor status, warranty and indemnity, liability cap, self-billing and VAT, the sole-arbiter dispute clause, the IP-assignment chain, and confidentiality) should be reviewed by a qualified solicitor before they are relied upon. This is not legal advice.

1. The agreement

These Terms of Business ("Terms") govern your relationship with Proofpoints Customer Advocacy Limited, a company registered in England and Wales (company number 16089898), trading as Proofpoints ("Proofpoints", "we", "us"), as a member of the Proofpoints roster of Creatives ("you", "the Creative").

By applying to join the roster you accept these Terms and the Creative Non-Disclosure & Confidentiality Agreement ("NDA"), which is incorporated into these Terms by reference. Together they form the whole of the agreement between us about your work through the platform.

2. Definitions

  • Customer: an organisation that uses the Proofpoints platform to create customer stories.
  • Platform: the Proofpoints software and tools through which work is assigned, performed, reviewed, and paid.
  • Stage: a defined unit of human work on a story (for example an editing, QA, interviewing, or story-management stage) to which you may be assigned.
  • Engagement: your assignment to, and performance of, a Stage.
  • Deliverable: the work product you produce for a Stage.
  • Fee: the amount payable to you for a Stage, at your agreed rate held on your roster record.

3. Our relationship: independent contractor

  1. You are an independent contractor. Nothing in these Terms creates a relationship of employer and employee, agency, partnership, or joint venture between you and Proofpoints, or between you and any Customer.
  2. Proofpoints is your counterparty. Proofpoints contracts with the Customer to provide the service, and separately engages you to deliver it. You do not contract with the Customer, and the Customer does not contract with you. Proofpoints bills the Customer and pays you.
  3. You are responsible for your own taxes. You are solely responsible for your own income tax, national insurance or social-security contributions, VAT (if applicable), and any other taxes, in your own country, arising from payments made to you. Proofpoints pays you gross and makes no deductions, unless required by law.
  4. You are not entitled to any employment benefits, holiday pay, pension, or similar from Proofpoints.
  5. You are free to work for others (subject to the NDA and to clause 12, non-circumvention), to decline any Engagement, and to determine how you perform accepted work, provided you meet the brief, the deadline, and the standards in these Terms.

4. How work is assigned

  1. Customers choose Creatives from the roster for a Stage. To choose you, a Customer sees your name, company or studio name, specialisms, languages, and a short profile or portfolio link. Customers do not see your direct contact details.
  2. You are under no obligation to accept any Engagement. An Engagement begins only when you accept an assigned Stage.
  3. Once assigned, you and the Customer collaborate through the platform (briefing, comments, review, and revisions). Direct personal contact details are shared only if both you and the Customer opt in for that Engagement.

5. Scope of a Stage, and changes

  1. Each Stage has a defined deliverable and includes one round of revisions within the original brief. Your Fee covers that, and no more.
  2. Work beyond the defined deliverable, including further revision rounds, substantial rewrites, expanded deliverables, or out-of-brief requests, is out of scope.
  3. If a Customer asks for out-of-scope work, you raise a change order from the Stage, describing the extra work and the additional fee. You are not expected to perform unapproved out-of-scope work.
  4. Proofpoints approves change orders. An approved change order is billed to the Customer as an additional line, and you are paid the additional fee. The Customer-facing money conversation is handled by Proofpoints, not by you directly.

6. Completion, acceptance, and payment trigger

  1. When you have finished a Stage, you mark it done on the platform. At that point the cost of the Stage locks, and the Deliverable goes to the Customer for acceptance.
  2. The Customer has an acceptance window of 7 days to approve the Deliverable or to raise a dispute (clause 7). The window is 7 calendar days (including weekends and public holidays), measured from the time you mark the Stage done.
  3. Your Fee becomes payable when the Customer approves the Deliverable, or automatically if the acceptance window passes with no response from the Customer, at which point the Deliverable is deemed accepted. An absent or unresponsive Customer cannot indefinitely withhold your pay.
  4. A Fee that has become payable enters the next monthly payout run (clause 8).

7. Disputes

  1. A Customer may raise a dispute within the acceptance window, stating a specific reason.
  2. One free rework. If the issue is within the original brief, you will be given one opportunity to rework the Deliverable at no additional fee. (Requests that go beyond the original brief are out of scope and are handled as change orders under clause 5, not as free rework.)
  3. Proofpoints mediates and decides. If the matter is not resolved by rework, Proofpoints will review it and decide one of: (a) the Fee is paid in full; (b) the Fee is paid in part; or (c) the Stage is reassigned and you are paid pro rata for usable work, or not paid where the work was substandard.
  4. Proofpoints' decision is final and binding on the question of payment for the disputed Stage.
  5. While a dispute is open, the locked Fee is held: it is neither paid nor cancelled until the dispute is resolved. The payout timing for that Fee runs from the date of resolution.

8. When and how you are paid

  1. Monthly payout run. Fees that became payable during a calendar month are paid to you in a single payout, by the last business day of the following month (approximately 30 days from month-end). You receive one payment per currency per run.
  2. Minimum payout. Balances below a small minimum threshold (currently £50 or the equivalent) carry over to the next run, to avoid uneconomic transfers.
  3. You are paid regardless of whether the Customer has paid us. You do not wait on a Customer's payment process, and you do not chase Customers.
  4. Bad debt is our problem, not yours. If a Customer fails to pay Proofpoints, you are still paid in full for approved work. Proofpoints carries all Customer-credit risk.
  5. Method and currency. You are paid by bank transfer to the payment details held on your roster record, in your own currency. We may introduce alternative payout methods (such as Stripe Connect) in future.

9. Self-billing

  1. You agree to a self-billing arrangement. Proofpoints will prepare and issue a self-billed invoice or statement for each payout from the figures on your dashboard. You do not need to raise your own invoice.
  2. You agree not to raise a separate sales invoice for the same Fees, to notify us if your VAT-registration status changes, and to accept self-billed documents we issue for the agreed amounts.
  3. The self-billing arrangement does not change your responsibility for your own taxes under clause 3.

10. Your warranties and indemnity

  1. You warrant that each Deliverable is your original work, does not infringe any third party's intellectual property, confidentiality, privacy, or other rights, is not defamatory or unlawful, and is yours to assign under clause 11.
  2. You warrant that you will perform each Engagement with reasonable skill and care, to the brief, and on time.
  3. You warrant that you have, and will keep, all consents, licences, and permissions needed for any material you introduce into a Deliverable.
  4. You indemnify Proofpoints against losses, damages, costs, and liabilities (including reasonable legal costs) arising from any breach of these warranties, the NDA, or these Terms.

11. Intellectual property

  1. You assign to Proofpoints, with full title guarantee and on creation, all intellectual property rights in each Deliverable, so that Proofpoints can assign those rights onward to the Customer. The Customer owns the finished story.
  2. To the extent permitted by law, you waive your moral rights in each Deliverable.
  3. You keep your own general know-how, methods, skills, and reusable templates and tools. You assign only the specific Deliverable, not your craft.
  4. You will, at our reasonable request and cost, do anything reasonably necessary to give effect to this clause.

12. Non-circumvention

  1. We do not police your conversations, your briefing, or your other work. The relationship is built on good faith.
  2. Relationships you already had are yours. If you held a relationship with a Customer before Proofpoints introduced you, nothing in this clause restricts it.
  3. For relationships Proofpoints introduced, you agree, in good faith, not to deliberately route that work directly to the Customer in order to bypass the platform.
  4. There is no introduction fee. The consequence of routing introduced work around the platform is removal from the roster.

13. Confidentiality

The NDA governs confidentiality, no-reuse, no-AI-training, and portfolio permission, and is incorporated into these Terms. You must comply with it at all times.

14. Insurance

  1. The cover relevant to this work is Professional Indemnity insurance (and, for published content, media liability). We encourage you to carry appropriate cover, and we record on your roster profile whether you do.
  2. Carrying insurance is not a condition of joining the roster at this time. Your warranties and indemnity under clause 10 apply whether or not you are insured. We may introduce an insurance requirement for higher-value Engagements in future, on notice.

15. Standards, performance, and removal

  1. Standards. You will deliver to the brief, deliver on time, communicate professionally, and keep confidentiality.
  2. Minor issues (for example occasional lateness, or an upheld rework) are addressed with private feedback. You remain active on the roster.
  3. A pattern of problems (for example repeated upheld disputes, chronic lateness, or poor communication) may lead to deactivation: you are offered no new Engagements, but your current Engagements are honoured and paid.
  4. Serious breaches (for example breach of confidentiality or intellectual-property rights, fraud, or deliberate circumvention) may lead to immediate removal from the roster. Already-approved work is still paid, but Proofpoints reserves all of its rights in respect of any losses.

16. Data protection

  1. In performing an Engagement you may process personal data belonging to a Customer or to individuals featured in a story. You will process that personal data only as needed to perform the Engagement, keep it secure, comply with applicable data-protection law (including the UK GDPR where it applies), and not retain it beyond what is necessary.
  2. You will notify Proofpoints without undue delay if you become aware of any loss of, or unauthorised access to, personal data connected to an Engagement.

17. Limitation of liability

  1. Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud, or for anything that cannot lawfully be limited or excluded.
  2. Subject to that, and to the maximum extent permitted by law, Proofpoints is not liable to you for indirect, incidental, special, or consequential loss, or for loss of profit, data, or goodwill.
  3. Subject to clause 17.1, Proofpoints' total aggregate liability to you arising from or in connection with these Terms shall not exceed the total Fees paid or payable to you in the 12 months before the event giving rise to the claim.
  4. Nothing in this clause limits your indemnity to Proofpoints under clause 10.

18. Term and termination

  1. These Terms apply from the time you join the roster and continue until ended.
  2. Either party may leave or end the arrangement on reasonable notice. Proofpoints may deactivate or remove you under clause 15.
  3. On termination for any reason, you remain entitled to be paid for work already approved (or auto-approved), and your obligations under the NDA, clauses 10 (warranties and indemnity), 11 (intellectual property), and 13 (confidentiality) survive.

19. General

  1. Governing law. These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
  2. Changes. We may update these Terms; material changes are versioned, and you may be asked to accept the updated version to continue on the roster.
  3. Assignment. You may not assign these Terms without our consent. We may assign them as part of a reorganisation or sale of our business.
  4. Severability. If any provision is found unenforceable, the rest continues in force.
  5. Entire agreement. These Terms and the NDA are the whole agreement between us about your work through the platform, and replace any earlier understanding on the same subject.

Questions about these Terms? Contact Proofpoints Customer Advocacy Limited at hello@proofpoints.com