onTerms Creator Module v1.0 — Standard Terms (England & Wales)

onterms:creator:1.0.0:EW · Status: v0.9 DRAFT — Not legal advice. Published for review; content address may change before v1.0.0 final.

The flagship creator-economy module: influencers, UGC creators, talent, podcasters, YouTubers, streamers and gig creators contracting with Brands or Agencies. It is built to protect the Creator — the SMB onTerms serves — from the known abuses (perpetual usage buy-outs disguised as a post fee, unbounded exclusivity, one-sided morality clauses, unlimited revisions, whole-channel IP grabs) while staying acceptable to brands.

Architecture

Immutable hosted Standard Terms (L1), incorporated by reference into an Order (L2); body is adopt-verbatim; the only negotiable surface is the typed Elections (L3), machine-validated against the values fixed here — anything else is a non-standard term routed to a human. Capitalised terms: see the onTerms Dictionary. Composes with CORE (liability, law/forum, boilerplate), onDPA (onterms:dpa:1.0.0:EW) for personal data, and the dispute module (onterms:dispute:1.0.0:EW). This module refines triggers; it never deletes a CORE floor. Creator = the protected SMB; Brand = the counterparty; an Agency is treated as the Brand and warrants authority to bind the disclosed end-Brand.

0. B2B-only status (no consumer)

0.1 Each party enters the Order in the course of its business and not as a consumer. 0.2 The gate is a registry-verified RegistryAttestation at enrolment (spec/verifier.md §V2), not a cosmetic checkbox; absent it, the relationship falls outside onTerms and must be papered by a human. 0.3 Status honesty. Many Creators are individuals/sole traders. The registry gate frames the deal as B2B so consumer law (CRA 2015; the consumer parts of the DMCC Act 2024) does not distort a genuinely commercial deal — but both consumer status and employment/worker status are questions of substance, not registry status. As with off-payroll/IR35 (below), the gate frames but does not determine: a Creator who is, on the specific facts, in substance a consumer, or whose engagement is in substance employment/worker, is a human-review item — not cured "by construction." Nothing here creates employment, worker, agency, partnership or joint-venture status; the Creator engages on its own account, controls how content is produced, and bears its own tax/NI. IR35: where the Creator contracts through an intermediary (PSC) and the Brand is a medium/large client, the off-payroll rules (ITEPA 2003 Ch.10) may apply and the Brand owns its Status Determination Statement; a sole-trader Creator is outside IR35 but ordinary status tests still apply.

1. Scope & deliverables

1.1 The Creator produces the Deliverables described as Order line items (content piece(s), Platform(s), format/length, brief reference, posting schedule). Work outside the line items is a separate Order. 1.2 The Creator retains editorial responsibility for execution (voice/style within the brief); the Brand supplies brief, assets, mandatory claims and any do-not-say list. 1.3 Revisions are capped at the elected number of rounds per Deliverable; a round is one consolidated set of changes in the approval window. Brief changes, added Deliverables, or post-go-live requests are additional scope, not revisions. 1.4 If the brief materially changes post-acceptance, or the Brand delays assets/approvals it owes, dates and fees adjust reasonably and the Creator is not in breach for the slip.

• creator.deliverables.revisionRoundsPerDeliverable · int 0–5 · 2
• creator.deliverables.additionalRevisionFee · money-string ≥ "0.00" · "0.00"
• creator.deliverables.additionalRevisionFeeEnabled · bool · false

Middle vs poles: unlimited revisions ↔ one take. Middle: a fixed small number of consolidated rounds; scope creep priced, not free.

2. Content approval & creative control

2.1 Each Deliverable is submitted for review; the Brand has an approval window (Election, Business Days) to approve or return one consolidated change set. 2.2 Deemed approval on Brand silence — but deemed approval never cures a Clause 3 disclosure defect: the Creator's disclosure warranty (10.1(c)) still applies, and a non-compliant draft is not made compliant by the Brand's silence. 2.3 Editorial integrity floor: Brand approval is confined to (a) claim accuracy, (b) correct brand-asset use, (c) mandatory disclosures + messaging, (d) absence of clearly off-brief/reputationally-harmful material. The Brand may not use approval to compel statements the Creator does not honestly hold, to remove a required disclosure, or to misrepresent the Creator's experience; pure authentic-voice disputes resolve for the Creator if brief + mandatory items are met. 2.4 Approval is of that version; no post-go-live re-cut that distorts the Creator's meaning without consent (Clause 8).

• creator.approval.windowBusinessDays · int 1–10 · 3 · creator.approval.deemedApprovalOnTimeout · bool · true

3. Disclosure & advertising-law compliance (MANDATORY — legal floor, not an Election)

This clause is non-derogable. No Election weakens it. Any Order term purporting to suppress, delay or obscure disclosure is void and routed to a human. 3.1 The non-derogable floor is the England & Wales obligation: every Deliverable carrying a material connection (payment, gifted/loaned product, free service, affiliate commission, any commercial benefit) must be obviously identifiable as advertising, upfront and before engagement, per the UK CAP Code (Section 2) and the CMA's content-creator guidance under consumer-protection law (now the DMCC Act 2024). 3.1A US reach (contractual, not part of the floor): where content is directed at or materially reaches a US audience, the Creator will additionally comply with the FTC Endorsement Guides (16 CFR 255) as a contractual obligation — this is best practice for US-facing content, but US administrative guidance is not part of the E&W non-derogable void-mechanism. 3.2 Required: a clear, prominent "Ad"/"#ad" label upfront (early/persistent in video, early in audio), legible on all devices, not buried in hashtags/behind "more"/in a comment/in bio; and the relevant platform paid-partnership tool enabled (Meta Branded Content/Partnership Ads, TikTok branded-content toggle — required before any Spark/Partnership Ad, YouTube "paid promotion"). 3.3 Insufficient alone: "gifted", "collab", "ambassador", "sp/spon/aff", a discount code, a brand tag, or the platform tool on its own — when in doubt add an explicit "Ad". 3.4 Shared, non-delegable responsibility: both parties are responsible; the Brand will not instruct/incentivise omission or softening (void), and cannot offload its own liability onto the Creator. 3.5 The endorsement must reflect the Creator's genuine opinion/experience. 3.6 Brand breach (instructing concealment) is a material breach (Creator may terminate, retain fees for accepted work); Creator breach is curable by prompt correction where the Platform allows, else CORE remedies — but the disclosure obligation cannot be shifted wholesale onto the Creator beyond its own acts/omissions.

No poles — this is the regulatory floor; the only "election" is more prominence.

4. Usage rights & licence (the big one)

4.1 Default — limited licence, not a buy-out. The Creator grants the Brand a non-exclusive licence to use the approved Deliverables and retains ownership (Clause 6). Three distinct rights, none implied by paying for the post, each licensed only to the extent elected: (a) Organic (Creator's own channels — always included); (b) Brand-owned reuse (Brand reposts on its own channels/site); (c) Paid amplification / whitelisting / boosting (paid media, dark posts, Meta Partnership Ads, TikTok Spark/Partnership Ads, YouTube allowlisting, ads through the Creator's handle). 4.2 Separation principle: (b) and (c) are separately enabled and scoped; an organic grant must not smuggle in paid/whitelisting; if not elected, not granted. 4.3 Term: the elected licence term from first go-live; default bounded 12 months, not perpetuity — perpetual (buyOut_perpetual) is available only by explicit Election, priced as a buy-out, flagged to the Creator. 4.4 Territory & media: default UK; default media original Platform(s) + Brand's own digital channels; extensions are explicit Elections. 4.5 Non-exclusive use by default. 4.6 Whitelisting controls: access granted for the licence term only; Brand will not alter account settings, post non-approved content, or retain access/likeness in active ad sets after expiry. 4.7 On expiry: Brand ceases all use, takes down reposts/active paid placements within the elected wind-down, revokes access; renewal is by agreement, never automatic.

• creator.licence.brandChannelReuseEnabled · bool · false · creator.licence.paidAmplificationEnabled · bool · false · creator.licence.whitelistingEnabled · bool · false
• creator.licence.term · enum {months_3, months_6, months_12, buyOut_perpetual} · months_12
• creator.licence.territory · enum {uk, ukAndEu, worldwide} · uk · creator.licence.media · multi-select {originalPlatform, brandOwnedDigital, thirdPartyPlatforms, paidSocial, ctv_tv, ooh, print} · {originalPlatform, brandOwnedDigital}
• creator.licence.exclusiveUse · bool · false · creator.licence.windDownBusinessDays · int 1–30 · 10

Middle vs poles: perpetual worldwide all-media buy-out disguised as the post fee ↔ one-time organic only. Middle: organic always; reuse/paid/whitelisting each off by default and separately priced; bounded 12-month, UK, non-exclusive; perpetuity only as a flagged buy-out.

5. Exclusivity / category exclusivity

5.1 Default: none. 5.2 If enabled, category exclusivity only — it names a product/service category from the closed taxonomy (not an open brand list or whole industry), runs for a bounded window from go-live, and does not restrict pre-existing commitments or non-competing work. Personal exclusivity (no other brand at all) is a separate, deliberately-narrow Election and disfavoured. 5.3 Exclusivity unbounded in time/category/scope — including a free-text "category" that is in substance an industry — is a non-standard term for a human.

• creator.exclusivity.mode · enum {none, category, personal} · none
• creator.exclusivity.category · enum (closed taxonomy: beauty_cosmetics, food_non_alcoholic, alcohol, energy_drinks, fashion_apparel, footwear, consumer_tech, gaming, telecoms, finance_fintech, crypto, gambling, automotive, travel_hospitality, health_wellness, supplements, fitness, home_lifestyle, parenting_baby, pets; required if mode=category) · — (a value outside the taxonomy is non-standard → human)
• creator.exclusivity.windowDays · int 0–180 · 0 (longer is non-standard) · creator.exclusivity.feeIncluded · bool · false (priced separately)

Middle vs poles: "no competitor ever, defined however we like" ↔ no restrictions. Middle: named category from a closed list, bounded ≤180 days, separately priced. [fix C-4/X-2: category is a closed enum, not free text — a free-text "all beverages and adjacent lifestyle" can no longer validate.]

6. IP ownership

6.1 Default: the Creator owns the content (copyright/design rights), licensed to the Brand under Clause 4; the Brand's pre-existing assets/marks remain the Brand's, licensed to the Creator to make/run the Deliverables. 6.2 No channel/account grab: nothing assigns the Creator's account, handle, audience, name or back-catalogue; any assignment beyond the specific commissioned Deliverables is non-standard → human. 6.3 UGC-for-brand-channels variant (Election): for genuine UGC made for the Brand's own channels, the Order may elect the Brand owns the commissioned Deliverable by present assignment of future copyright (s.91 CDPA 1988) for the fee — but (i) the Creator keeps a portfolio right unless expressly removed, (ii) moral rights per Clause 8, (iii) ownership transfers only on full payment.

• creator.ip.ownership · enum {creatorOwnsBrandLicensed, brandOwnsUgc} · creatorOwnsBrandLicensed · creator.ip.portfolioRightRetained · bool · true

7. Payment, kill fee & expenses

7.1 Fee = Order total; the Brand pays within the elected payment days of the later of an undisputed invoice and acceptance/deemed-approval; overdue fees carry interest + recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (B2B debt). 7.2 A deposit secures the booking (Election); production proceeds on receipt. 7.3 Kill / cancellation fee if the Brand cancels after acceptance, staged by progress (after acceptance / after production starts / after delivery — default 100% as the work is done). [fix C-5] The kill fee is a genuine pre-estimate of the Creator's reserved time and lost opportunity, and is credited against any deposit already paid (not stacked on top) — so it is a recoverable liquidated sum, not an unenforceable penalty (Cavendish v Makdessi). Cancellation for the Creator's uncured material breach triggers no kill fee. 7.4 Pre-agreed, evidenced expenses are reimbursed; speculative ones are not.

• creator.payment.paymentDays · int 0–60 · 30 · creator.payment.depositPct · int 0–100 · 50
• creator.payment.killFeePostAcceptancePct · int 0–100 · 25 · ...PostProductionPct · 50 · ...PostDeliveryPct · 100 · creator.payment.expensesBilledSeparately · bool · true

8. Image, likeness & moral rights

8.1 Consent is scope-limited and does NOT auto-inherit a content buy-out. The Creator consents to use of its name, image, voice, likeness and persona only as needed to exercise the Clause 4 licence, for the licensed media/territory and for the elected likeness term — and no further. [fix C-4] Even where creator.licence.term = buyOut_perpetual, likeness/voice/persona use does not become perpetual automatically: perpetual likeness use requires its own explicit Election (creator.likeness.term), because perpetual use of a person's face/voice is a far bigger matter than perpetual use of content. No use to imply endorsement outside the Order, nor defamatory/distorting use. 8.2 No synthetic/AI replication (clones, deepfakes, generative voice/likeness) without an express Election (default off). 8.3 Moral rights (UK, honest): under CDPA 1988 moral rights (identification, and objection to derogatory treatment) are inalienable and cannot be globally waived for the future. No blanket future waiver is given; the Creator agrees not to assert moral rights against good-faith in-scope use (standard crops/format trims) but retains the right to object to derogatory treatment (distortion prejudicial to honour/reputation); meaning-changing re-cuts need consent.

• creator.likeness.term · enum {months_3, months_6, months_12, matchLicence, buyOut_perpetual} · matchLicence (but never perpetual unless explicitly set to buyOut_perpetual)
• creator.likeness.aiSyntheticUseEnabled · bool · false · creator.likeness.moralRightsNonAssertWithinScope · bool · true (in-scope good-faith only; never a blanket waiver)

9. Morality / reputation / disparagement (mutual, objective, proportionate)

9.1 Mutual ("reverse morals") — either party may terminate future obligations for the other's conduct meeting an objective trigger that materially harms the terminating party's reputation. 9.2 Objective triggers only: (a) conviction of/charge with a serious criminal offence; (b) a competent regulator/court finding of serious wrongdoing; (c) conduct, on objective evidence, materially and demonstrably reputationally damaging (hate speech, fraud, abuse). Not triggers: unpopularity, lawful opinion, a single critical press item, "association risk", or discretionary discomfort. 9.3 Proportionate: suspend live content + terminate future obligations; already-delivered/posted work is paid for; a Brand-side trigger lets the Creator terminate, require takedown, and retain fees for work done. 9.4 Non-disparagement is mutual and bounded (Election), preserving honest reviews, lawful criticism, whistleblowing, protected disclosures, legally-required statements, and responses to the other's public statements; indefinite gagging is non-standard.

• creator.morality.nonDisparagementTailMonths · int 0–24 · 6 · creator.morality.mutualReverseClause · bool · true (must remain true; a one-sided morality clause is non-standard → human)

10. Warranties

10.1 Creator warrants per Deliverable: (a) original work / holds the rights; (b) no third-party IP infringement — no unlicensed music, footage, fonts or stock; (c) will comply with disclosure law (Clause 3), not knowingly false/misleading; (d) necessary releases/consents for people/locations/third-party brands featured; (e) authority to grant the licence/assignment. 10.2 Brand warrants: (a) the brand assets/marks/claims/mandatory messaging it supplies are accurate, lawful, non-infringing and usable as directed; (b) authority to contract (and, if an Agency, to bind the end-Brand); (c) it will not instruct a Clause 3 or other legal breach. 10.3 Warranties are proportionate to a Creator's reasonable knowledge; the Creator does not warrant latent defects in Brand-supplied assets, and the Brand indemnifies the Creator for claims from Brand-supplied materials/claims (mirrored by the Creator's IP indemnity for its original content, per CORE).

11. Relationship integrity, confidentiality

Confidentiality of briefs, unreleased products, embargoes, rates and audience data per CORE (embargo breach is material). Non-disparagement per Clause 9.4 (governs over CORE on duration for this relationship). No relationship exclusivity beyond Clause 5.

12. Data protection (incorporate onDPA)

12.1 Any Processing of personal data (audience/analytics, whitelisting access, contacts, talent releases) is governed by onDPA (onterms:dpa:1.0.0:EW). 12.2 Audience data is the Creator's business asset: where the Brand obtains audience/follower data via whitelisting/ad access, it Processes it only to run the licensed campaign, does not build/retain/export/re-target the Creator's audience after the term, and deletes/returns on expiry — retention/re-use beyond the campaign is not licensed.

13. Term, termination & liability (reference CORE)

13.1 Term/termination per CORE, refined by kill fees (7), reputation triggers (9), and licence wind-down (4.7); accrued payment rights survive. 13.2 Liability — CORE architecture, calibrated for a small Creator. General cap = the greater of (a) the elected multiple × the Order's total fees and (b) the monetary floor; for a non-recurring/short campaign the cap base is the total Order value, not "trailing-12-months" (which assumes a subscription). 3× super-cap for data/security; fixed uncapped carve-outs (death/PI, fraud, IP indemnity, confidentiality, payment). 13.3 One-directional floor + fee-scaling [fix X-1]: the monetary floor exists to stop a derisory cap on claims the Creator brings — it raises the cap only on claims brought by the Creator; it is never the Creator's own exposure ceiling. The Creator's aggregate liability tracks the multiple × its fees, is not inflated by the Brand's media spend/sales/third-party claims, and excludes the Brand's misuse outside the licence, the Brand's own claims/assets, and campaign performance. Consequential/indirect loss excluded both ways. 13.4 Disputes per the dispute module; governing law/forum England & Wales (CORE allowlist default).

Elections (consolidated)

Hard-coded E&W overlays (not Elections)

• Disclosure floor (Clause 3) non-derogable — the E&W CAP/CMA (DMCC Act 2024) ad-identification + platform-labelling obligation; terms suppressing it are void → human. (FTC is a contractual obligation for US-facing reach, not part of the void-mechanism. No regulator penalty quantum is imported into these inter-party terms.)
• Consumer + employment/worker status are substance, not registry status — the gate frames B2B; a substance-consumer or substance-employment relationship is a human-review item, not cured by construction.
• CRTPA 1999 excluded (save the disclosed end-Brand where an Agency contracts).
• Death/PI and fraud never excluded or capped.
• UCTA-reasonable, mirrored caps with a one-directional monetary floor — the floor raises the cap on the Creator's claims, never the Creator's exposure ceiling; the Creator's cap is scaled to its fees and never inflated by Brand media spend/sales.
• Uncapped carve-outs (per CORE): IP indemnity, confidentiality, payment, + death/PI + fraud.
• Moral rights inalienable (CDPA 1988): no blanket future waiver; derogatory-treatment objection survives.
• Late Payment of Commercial Debts (Interest) Act 1998 applies; governing law England & Wales default; dispute module governs procedure; composes with CORE/onDPA.

Drafting notes (not adopt-verbatim): the core protections are Clause 4's separation principle + bounded-term default, the closed exclusivity taxonomy, mutual objective morality, the anti-penalty kill fee, likeness not inheriting a buy-out, and the one-directional liability floor. Open v1.0 calibration: the CORE money floor value; whether exclusivity hard-caps at 90 vs 180 days (market clusters 30–90). Sources: ASA "Recognising ads", CMA content-creator guidance (GOV.UK), FTC 16 CFR 255, platform branded-content docs, CDPA 1988 ss.77–89, Cavendish v Makdessi.