ProofB2B Service Agreement & Terms (SLA)
Last updated 31 July 2026
Applicability. These terms apply to all engagements initiated on or after the date above. ProofB2B may update this SLA as set out in Clause 19 (Updates to Terms).
Parties. This Agreement (“SLA”) is between ProofB2B, a trading name of Upfilm (ABN 82 336 799 160) (“ProofB2B”, “Service Provider”, “we”, “us”), and any individual or entity that engages ProofB2B (“Client”, “you”). ProofB2B produces customer video case studies and related content for clients in Australia and internationally.
How this SLA is accepted. This SLA (version dated 31 July 2026) applies when the Client: (i) accepts a written proposal, quote, order form or service agreement that references this SLA; (ii) books production dates in writing; or (iii) pays an invoice that references this SLA. No ink signature is required.
Order of precedence. If an order form, proposal, service agreement or Statement of Work (SoW) expressly states different terms for scope, deliverables, schedule, fees, approvals, payment timing, change orders, reschedules, or IP, those document-specific terms prevail over this SLA for that engagement. This SLA governs all else.
0. Interpretation
0.1 References to “written” or “in writing” include email. 0.2 “Featured Individual” means any person appearing in the footage or photographs. “Featured Customer” means the Client’s customer or other third party who is the subject of the case study.
1. Services Provided
1.1 ProofB2B provides customer video case study production and related creative services, including video case studies, persona and objection-handler cut-downs, written case study articles, professional photography, deployment guides, and content strategy, on a project or retainer basis. 1.2 We may produce on location using professional local crews under our remote creative direction. We supply production equipment, editing tools, and standard royalty-free licensing unless otherwise stated in writing.
2. Service Levels
2.1 We will use professional skill and care, clear communication, and best-practice delivery aligned to the agreed scope. 2.2 Creative interpretation and judgment remain at our discretion unless scoped otherwise.
3. Scope, Revisions & Delivery Timelines
3.1 Unless otherwise agreed in writing, each deliverable includes up to two (2) rounds of revisions (maximum three total versions). 3.2 Requests outside the original scope require a written Change Order with pricing and timing approval. 3.3 Client feedback must be provided within 10 business days of delivery; otherwise, deliverables are deemed accepted. 3.4 We may decline to continue work if a relationship becomes adversarial or abusive.
4. Client Responsibilities
4.1 The Client will provide timely access, consolidated feedback, approvals, and any assets or context required to complete the work. 4.2 Delays caused by Client unresponsiveness do not entitle the Client to refunds, reshoots, or schedule priority. 4.3 Where a case study features the Client’s customer or another third party (the “Featured Customer”), the Client is responsible for securing that party’s participation, cooperation, approvals, venue access, and any site or safeguarding requirements, and warrants that it is authorised to have us film the Featured Customer and to use the resulting footage.
5. Appearance Releases, Consent & Featured Individuals
5.1 The Client is responsible for ensuring that every Featured Individual has provided a signed appearance release permitting both the Client’s and ProofB2B’s use of the footage and photographs, including promotional and advertising use. 5.2 As a convenience, we may provide and collect our standard adult appearance releases on the shoot day. This does not transfer or reduce the Client’s responsibility under clause 5.1. 5.3 Minors. For any Featured Individual who is a minor, the Client is responsible for obtaining verified parental or guardian consent in advance of the shoot (this cannot be done on the shoot day), covering promotional use including advertising, and for meeting any venue or institutional safeguarding requirements (for example, a school’s media policy or background-check requirements for crew). 5.4 The Client warrants that it holds, or will obtain before any use, all releases, consents, licences and permissions necessary for the production and use of the footage and photographs, and indemnifies ProofB2B against any claim, loss or liability arising from missing or defective releases or consents, or from any privacy, likeness, publicity or defamation claim brought by a Featured Individual or Featured Customer.
6. Insurance & On-Site Production
6.1 We may engage professional local crews and direct the production remotely. The engaged crew carries public liability insurance and will, where a venue requires, provide a certificate of insurance naming the venue and, where required, the Client or Featured Customer. We maintain our own business insurance appropriate to the services. 6.2 The Client is responsible (including via the Featured Customer or venue) for site access, filming permissions and permits, and for any safeguarding, security, or work-health-and-safety requirements at the filming location.
7. Unpaid or Trial Work
7.1 Trial or free work is at our discretion and may be discontinued at any time. 7.2 Trials do not include revisions, raw files, or continuing obligations unless agreed in writing. 7.3 Creative output provided under free or discounted trials remains ProofB2B property unless explicitly transferred. 7.4 If a paid project is confirmed then cancelled before commencement, Clause 20 (Cancellation & Resource Allocation Fee) applies.
8. Creative Direction & Interpretation
8.1 Creative projects are subjective; the Client agrees to trust our expertise unless scoped otherwise. 8.2 Dissatisfaction with style, tone, pacing, or similar subjective matters is not grounds for refunds or claims.
9. Intellectual Property (IP)
9.1 Rights to the final exported videos and photographs listed in scope transfer to the Client upon full, cleared payment. 9.2 Raw footage, project files, concepts, scripts, and unused material remain ProofB2B IP unless licensed separately. 9.3 Raw materials are not provided unless explicitly scoped and agreed. 9.4 If raw materials are licensed, a handling/licensing/storage fee may apply and will be set out in writing.
10. Use of Work for Promotion
10.1 We may use completed or partial work, including case studies and excerpts, for our portfolio and promotional purposes under the ProofB2B and Upfilm names, provided it is not designated Confidential under clause 10.2. 10.2 If the Client designates content as “Confidential” in writing prior to delivery, we will not use it publicly. 10.3 Confidentiality must be designated in writing before delivery. Once content has been delivered, we are under no obligation to remove or anonymise it, although we may agree to do so at our discretion.
11. Independent Contractor
11.1 We act as an independent contractor. No employment or partnership is created.
12. Liability Limitation
12.1 Non-excludable rights. Nothing in this Agreement excludes, restricts, or modifies any rights or remedies under the Australian Consumer Law (ACL) that cannot be excluded. 12.2 Cap. To the extent permitted by law, our aggregate liability arising out of or in connection with the services in any 12-month period is limited to: (a) for retainers, the fees paid by the Client to us in the two (2) months immediately preceding the event giving rise to liability; and (b) for fixed-fee projects, the lesser of (i) fifty percent (50%) of the total project fees; or (ii) the total fees actually paid by the Client to us for that project as at the date of the event. 12.2A Payment obligations. The cap in clause 12.2 does not limit the Client’s obligation to pay any undisputed fees, expenses or interest properly due and payable under this Agreement. 12.2B Single cap. The limits in clause 12.2 apply to the aggregate of all claims, losses, damages and proceedings arising from the same or related facts, events or circumstances, regardless of the legal theory (contract, tort including negligence, statute or otherwise) and regardless of the number of claims or claimants. 12.2C Our indemnities. Any indemnity given by us is subject to the limits in clause 12.2. 12.2D Client indemnities. Nothing in clause 12.2 limits the Client’s indemnity obligations to us, including those under clauses 4.3 and 5.4. 12.3 Carve-outs. The cap in clause 12.2 does not apply to liability for death or personal injury, fraud, wilful misconduct, or infringement of third-party intellectual property rights. 12.4 Consequential and special loss. To the extent permitted by law, neither party is liable for indirect, consequential or special loss, including loss of profit, revenue, anticipated savings, goodwill, opportunity, use or data, business interruption, or data restoration costs. 12.4A Mitigation. Each party must take reasonable steps to mitigate any loss it suffers or incurs. 12.5 ACL remedy. Where a consumer guarantee applies and liability cannot be excluded, our liability is limited (at our option) to re-supplying the services or paying the cost of re-supply. 12.6 No personal claims. The Client will not bring claims personally against our directors, employees, or contractors for losses connected with the services.
13. Raw Footage & Project Files
13.1 Raw footage, unused clips, project and working files are not included unless scoped. 13.2 We may decline requests for raw files in our discretion unless previously agreed. 13.3 Any raw-file delivery (if agreed) may incur a handling/licensing/storage fee.
14. Confidentiality & Non-Disclosure
14.1 Each party must keep the other’s confidential information secret, including pricing and business practices. 14.2 No confidential information may be shared without prior written consent, unless required by law or regulator. 14.3 The Client will not use any ProofB2B work or materials for self-promotion before first publication by the Client or without required credits, unless otherwise agreed in writing. 14.4 Confidentiality obligations survive termination. 14.5 If the Client outsources work to third parties, the Client must ensure equivalent confidentiality/IP terms and remains responsible for breaches.
15. Conduct; Reviews & Statements
15.1 Abusive, threatening, defamatory, or coercive communication may result in immediate termination without refund. 15.2 Each party must not publish knowingly false or misleading statements about the other. This does not restrict statements required by law, regulator, or in good-faith dispute resolution.
16. Governing Law
16.1 This SLA is governed by the laws of Victoria, Australia. This applies regardless of the Client’s location. As a supplier based in Australia, our services are provided subject to the Australian Consumer Law where it applies.
17. Dispute Resolution
17.1 The parties will first attempt to resolve disputes in good faith. 17.2 If not resolved within 10 business days, either party may refer the dispute to mediation under the Resolution Institute Mediation Rules (Melbourne, Victoria). 17.3 If not resolved within 20 business days of mediator appointment, either party may commence arbitration under the Commercial Arbitration Act 2011 (Vic), or, for an international party, arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) seated in Melbourne, or court proceedings. 17.4 Carve-outs. Nothing prevents a party seeking urgent injunctive relief (e.g., IP misuse) or debt recovery in a court of competent jurisdiction.
18. Acceptance of Terms
18.1 This SLA (version dated 31 July 2026) applies when the Client accepts a proposal/order form/service agreement referencing this SLA, books dates in writing, or pays an invoice referencing this SLA. 18.2 Proceeding without objection after receiving the referenced version constitutes acceptance.
19. Updates to Terms
19.1 We may update this SLA from time to time. 19.2 Changes take effect no earlier than 14 days after written notice to the Client and apply prospectively to services delivered after the effective date. 19.3 If the Client does not agree to the update, the Client may terminate before the effective date without penalty; accrued fees remain payable. 19.4 Each engagement’s order form should reference the applicable SLA version date.
20. Cancellation & Resource Allocation Fee
20.1 Once a project is confirmed in writing (including by email) or production dates are allocated, cancellation fees apply: - 50% of the total project fee if cancelled before production commences; - 75% if cancelled after production commences but before first delivery; - 100% if cancelled after first delivery. 20.2 These bands represent a genuine pre-estimate of our time, resource allocation, third-party holds, and opportunity cost. We will mitigate reasonable recoverable costs (e.g., release crew holds where possible). 20.3 “Cancellation” includes moving the project in-house, engaging a competing supplier for the same scope, or materially reducing deliverables without mutual written agreement.
21. Non-Solicitation of Personnel
21.1 For 12 months after an engagement, the Client will not directly engage any ProofB2B personnel or contractors introduced by us without our written consent. 21.2 Breach incurs liquidated damages equal to the greater of: (i) 25% of that individual’s estimated prior 12-month earnings from us; or (ii) our reasonable hiring/replacement costs (including recruiter fees).
22. Payment, Taxes & Late Fees
22.1 Unless stated otherwise in an order form, invoices are due within 14 calendar days. 22.2 Late amounts may incur interest at 2% per month (calculated daily) plus reasonable recovery costs (including debt collection and legal fees). 22.3 We may pause work and withhold deliverables until all overdue amounts are paid. 22.4 Taxes and currency. Fees are exclusive of taxes unless stated. Services supplied to clients outside Australia may be treated as GST-free exports; the Client is responsible for any taxes, duties, or withholding applicable in its own jurisdiction, and no such amount may be deducted from fees due to us. Fees are payable in the currency stated in the order form or invoice.
23. Reschedules, Weather & Force Majeure
23.1 Client-initiated reschedules within 3 business days of a booked shoot may incur a reschedule fee (crew/locations at cost + reasonable handling). 23.2 Force Majeure. We are not liable for delay or failure due to events beyond reasonable control (e.g., natural disasters, pandemics, government or venue restrictions, strikes, travel disruption, equipment failure). Deadlines will be extended reasonably; the parties will reschedule at the earliest mutual date. Third-party sunk costs remain billable.
24. Privacy
24.1 Each party will handle personal information in accordance with applicable privacy laws, including the Privacy Act 1988 (Cth) and, where they apply, the EU/UK GDPR and applicable US state privacy laws (such as the CCPA). 24.2 We collect, use and store personal information as described in our Privacy Policy (available on our website). 24.3 Where a party provides personal information of third parties (including Featured Individuals), it warrants it has obtained all necessary consents or has another valid legal basis.
25. Data Handling & Storage
25.1 We retain final deliverables for 12 months from final delivery. 25.2 Raw footage and project files may be deleted after 90 days unless a paid archive is agreed in writing. 25.3 Final files are supplied via shared link; two re-shares within 60 days are free; further retrievals may incur an admin fee.
26. Subcontracting & Assignment
26.1 We may subcontract specialists (including local production crews) while remaining responsible for overall delivery. 26.2 The Client must not assign or transfer this Agreement without our prior written consent (not to be unreasonably withheld). We may assign or novate this Agreement to a successor in connection with a restructure or sale of business.
27. Severability, Survival & Entire Agreement
27.1 If any provision is invalid, the remainder stays in force. 27.2 Survival. Clauses relating to releases and consent, IP, promotional use, confidentiality, privacy, payment, liability, dispute resolution, non-solicitation, cancellation fees, and data/archives survive termination or completion. 27.3 Entire agreement. This SLA, together with any order form, proposal, service agreement or statement of work, constitutes the entire agreement and supersedes all prior discussions regarding its subject matter. 27.4 Waiver. A waiver of a right must be in writing and is effective only for the specific instance. A failure or delay to exercise a right is not a waiver.
28. Notices
Notices under this SLA are valid if sent by email to the contacts specified in the applicable order form (or later notified in writing) and are deemed received when the email is sent, unless a delivery error message is received.
ProofB2B is a trading name of Upfilm · ABN 82 336 799 160 · Suite 3, 242 Sydney Rd, Brunswick VIC 3056 · hello@proofb2b.com