Tempa Services Terms

1.1 This Agreement starts on the date the Customer accepts these Terms electronically through Tempa’s sign-up flow (Start Date).

1.2 This Agreement consists of:

a. these Terms;

b. the pricing, package, service description, and billing disclosures shown in the sign-up flow, checkout page, or order summary (Order Summary); and

c. any onboarding form, scope summary, or other document expressly incorporated by reference in the Order Summary.

1.3 If there is any inconsistency, the following order of priority applies:

a. the Order Summary;

b. these Terms;

c. any incorporated onboarding or scope document.

1.4 In these Terms:

a. Customer Data means data, content, materials, personal information, audience data, CRM exports, tracking data, analytics data, and other information supplied by or on behalf of the Customer or accessed by Tempa in performing the Services.

b. Customer Materials means the Customer’s branding, content, offers, claims, ad assets, landing page content, logos, trademarks, product information, pricing, case studies, testimonials, data, and other materials supplied by or approved by the Customer.

c. Initial Test Fee means USD $5,000.

d. Initial Test Period means 30 calendar days.

e. Monthly Fee means the recurring monthly fee set out in a new Order Summary affirmatively accepted by the Customer under clause 5.2.

f. Services means the marketing services described in the Order Summary and these Terms.

g. Tempa Materials means Tempa’s pre-existing or independently developed templates, prompts, workflows, automations, systems, playbooks, know-how, methods, scripts, components, internal tools, reporting frameworks, and other materials not created solely and specifically for the Customer.

h. Third-Party Platforms means LinkedIn, Meta, Google, analytics providers, CRM systems, hosting providers, AI tools, and any other third-party platforms, vendors, or services used in connection with the Services.

i. Written Communication means communication by email, through Tempa’s client or billing portal, or through a shared Slack, Teams, or similar project channel expressly designated in writing by Tempa for the relevant Customer account.

2.1 Tempa will provide a paid, one-off 30-day ads test for the one channel agreed in the Order Summary. The Initial Test Period begins on the later of:

a. payment of the Initial Test Fee; and

b. Tempa receiving the access, Customer Materials, approvals, and dependencies reasonably required to commence the Services.

If the Customer causes a material delay, the Initial Test Period will be moved by the period of delay and any reasonable re-scheduling period.

2.2 The Services may include, as set out in the Order Summary:

a. paid media strategy;

b. campaign setup, management, and optimisation;

c. audience research and targeting;

d. ad copy, messaging, and creative direction;

e. reporting, analysis, and recommendations;

f. landing page strategy, design, development, hosting, and related work, to the extent expressly included in the selected package or written scope; and

g. campaign work on the one channel agreed in the Order Summary during the Initial Test Period.

2.3 During the Initial Test Period, the Services are limited to the one agreed channel and the deliverables, service levels, and inclusions stated in the Order Summary.

2.4 Unless expressly included in the Order Summary, the Services do not include:

a. customer-funded ad spend or media budget;

b. customer-funded third-party software, subscriptions, data tools, hosting costs, or platform fees;

c. legal, privacy, regulatory, tax, or compliance advice;

d. photography, videography, or external production costs;

e. CRM implementation, sales operations, outbound execution, or marketing automation build;

f. migration, rebuild, re-documentation, or recreation of campaigns or infrastructure on exit; or

g. anything else not expressly included.

2.5 Tempa may use employees, contractors, subcontractors, software vendors, and AI tools to deliver the Services.

2.6 At the end of the Initial Test Period, Tempa will provide a good-faith, evidence-backed assessment of whether paid acquisition looks promising based on the agreed channel, the Customer’s inputs, and the data available during the Initial Test Period. Any reference to a “clear answer” means that assessment only and is not a promise of leads, revenue, ROAS, or any particular result.

3.1 Any request by the Customer that is outside the agreed package or scope is out-of-scope work.

3.2 Tempa may, in its discretion:

a. decline out-of-scope work;

b. quote additional fees or revised timing for out-of-scope work; or

c. require a written change request before commencing out-of-scope work.

3.3 Tempa is not obliged to perform out-of-scope work until the parties agree the scope, timing, and any additional fees in Writing.

3.4 The Customer must provide all information, assets, approvals, access, and consolidated feedback reasonably required for the Services.

3.5 Unless otherwise agreed in Writing, the Customer must provide:

a. approvals; or

b. one set of consolidated feedback,

within 2 business days after Tempa requests it.

3.6 If the Customer does not comply with clause 3.5, Tempa may:

a. pause the affected work;

b. re-prioritise the work; and

c. extend delivery dates, launch dates, and other timelines by the period of delay and any reasonable re-scheduling period.

3.7 Unless otherwise agreed in Writing, Tempa may make routine day-to-day campaign management decisions without obtaining separate approval for each change, provided those decisions are within the agreed strategy, channels, and budgets.

3.8 Tempa may require specific approval before launching or materially changing:

a. a new campaign, offer, or funnel;

b. materially new claims or regulated messaging;

c. a material increase in ad spend; or

d. any asset Tempa reasonably considers legally, reputationally, or commercially sensitive.

4.1 The Customer must pay Tempa the Initial Test Fee.

4.2 The Initial Test Fee is billed once in advance. It is non-refundable once charged, except where required by law.

4.3 Tempa will not take a second charge or automatically renew the Services during or after the Initial Test Period.

4.4 No recurring billing or further charge will occur unless the Customer separately affirmatively accepts a new Order Summary under clause 5.2.

4.5 The Initial Test Fee and any Monthly Fee do not include:

a. ad spend or media budget;

b. Third-Party Platform fees;

c. third-party subscriptions or vendor charges; or

d. applicable taxes, duties, levies, or withholdings, other than taxes on Tempa’s net income.

4.6 Unless the Order Summary expressly states otherwise, Tempa will not add GST to the Initial Test Fee or any Monthly Fee. If GST or any similar indirect tax becomes payable by law in relation to a supply under this Agreement, the Customer must pay that amount in addition on receipt of a valid tax invoice.

4.7 If the Customer is required by law to withhold any tax from a payment to Tempa, the Customer must gross up the payment so that Tempa receives the full amount it would have received had no withholding been required.

4.8 The Customer is responsible for any bank fees, FX fees, card fees, and transfer charges imposed by third parties in connection with payment.

4.9 A failed payment, payment reversal, or overdue amount gives Tempa the immediate right to pause the Services and any live campaign work until all overdue amounts are paid in full.

4.10 The Customer must not initiate a chargeback except in good faith for actual fraud or a genuine billing error. An unjustified chargeback is a material breach of this Agreement. The Customer must reimburse Tempa for any reasonable external costs, chargeback fees, and administrative costs incurred in responding to an unjustified chargeback.

4.11 Tempa may charge interest on overdue amounts at the rate of 1.5% per month, calculated daily, or the maximum rate permitted by law, whichever is lower.

5.1 The Agreement for the Initial Test Period ends automatically at the end of the Initial Test Period.

5.2 Tempa may quote a monthly retainer after the Initial Test Period, but the Customer decides whether to continue and has no obligation to do so. No monthly retainer, automatic renewal, recurring billing, or further charge will occur unless the Customer separately affirmatively accepts a new Order Summary specifying the retainer scope, pricing, and billing.

5.3 If the Customer accepts a monthly retainer under clause 5.2, this Agreement is month-to-month from the retainer start date stated in the new Order Summary and automatically renews for successive monthly billing periods unless cancelled or terminated in accordance with this Agreement.

5.4 For an accepted monthly retainer under clause 5.2, the Customer may cancel at any time:

a. through Tempa’s billing portal; or

b. by Written Communication to the billing contact identified in the Order Summary or client portal.

5.5 Cancellation stops the next renewal only. Cancellation takes effect at the end of the current paid billing period.

5.6 No pro-rata refund applies for mid-period cancellation, and no refund applies for the current billing period once charged, except where required by law.

5.7 For an accepted monthly retainer under clause 5.2, Tempa may cancel this Agreement for convenience by giving Written Communication before the next monthly renewal date. Cancellation will take effect at the end of the current paid billing period.

6.1 Tempa may suspend the Services, in whole or in part, only to the extent reasonably necessary, with immediate effect if:

a. the Customer fails to pay any amount when due;

b. the Customer fails to provide required access, approvals, dependencies, or information and that failure materially impairs delivery of the Services;

c. continued performance would likely cause Tempa or its personnel to breach applicable law, court order, platform rules, or binding third-party terms;

d. Tempa reasonably suspects fraud, illegal conduct, deceptive conduct, sanction-risk conduct, or a material security incident affecting the Customer’s systems, assets, or campaigns; or

e. continued performance would expose Tempa to a material and reasonably demonstrable regulatory, security, or reputational risk arising from the Customer’s materials, conduct, instructions, website, offer, or data practices, and that risk cannot reasonably be mitigated without suspension.

6.2 Tempa will use reasonable efforts to notify the Customer promptly of a suspension and the basis for it, unless prohibited by law or a platform restriction.

6.3 Tempa may terminate this Agreement immediately by Written Communication if:

a. any circumstance in clause 6.1(c), 6.1(d), or 6.1(e) applies and cannot reasonably be cured or mitigated;

b. the Customer becomes insolvent, enters liquidation, administration, receivership, or a comparable insolvency process; or

c. the Customer commits fraud or intentional unlawful conduct in connection with the Services.

6.4 Tempa may terminate this Agreement by Written Communication if:

a. the Customer fails to pay an overdue amount within 5 business days after notice; or

b. the Customer materially breaches this Agreement and does not remedy that breach within 7 days after Written Communication requiring it to do so.

6.5 The Customer may terminate this Agreement by Written Communication if Tempa materially breaches this Agreement and does not remedy that breach within 14 days after Written Communication requiring it to do so.

6.6 On termination or cancellation:

a. Tempa will stop providing ongoing Services;

b. accrued rights and unpaid amounts remain payable;

c. clauses intended to survive termination continue; and

d. any access Tempa has to Customer systems may be removed.

7.1 The Customer must:

a. provide accurate, complete, and timely information, instructions, approvals, and access;

b. ensure all Customer Materials and all statements about its products, services, pricing, claims, offers, testimonials, case studies, and compliance are accurate, lawful, and substantiated;

c. maintain and pay for its own ad accounts, media budget, website, domain, analytics, CRM, consent tools, and tracking setup unless expressly included otherwise;

d. comply with all applicable laws, regulations, industry codes, and Third-Party Platform rules; and

e. appoint a contact person with authority to give instructions and approvals.

7.2 Tempa may rely on the accuracy and completeness of information, claims, approvals, and materials provided by or on behalf of the Customer without independently verifying them.

7.3 The Customer is responsible for:

a. final approval of all claims, regulated messaging, disclaimers, offers, landing page content, and targeting choices;

b. obtaining all consents and giving all notices required for pixels, cookies, audience uploads, remarketing, CRM syncing, and other data uses; and

c. ensuring its website, funnels, checkout pages, offers, and fulfilment are lawful and operational.

7.4 Tempa is not responsible for delays, underperformance, or issues caused by missing access, missing approvals, incomplete or inaccurate Customer Materials, broken tracking, poor website conversion, sales process failures, or Third-Party Platform restrictions.

8.1 The Services depend on Third-Party Platforms that Tempa does not control.

8.2 Tempa is not responsible for:

a. ad rejection, account restriction, account disablement, or suspension by a Third-Party Platform;

b. changes to algorithms, rules, pricing, inventory, targeting, attribution, APIs, or available features;

c. outages, downtime, reporting discrepancies, or data loss caused by Third-Party Platforms; or

d. reduced performance caused by market conditions, competitive conditions, pricing, product-market fit, or external events.

8.3 Where practicable, ad accounts, business manager assets, domains, pixels, analytics properties, and similar core business assets should be created or held in the Customer’s name or customer-controlled accounts.

8.4 If Tempa sets up or manages assets in Tempa-controlled tooling or infrastructure as part of the Services, Tempa may do so using its preferred operational setup. The Customer receives the benefit of those assets only in accordance with this Agreement and the agreed scope.

9.1 Each party retains ownership of its pre-existing intellectual property and materials.

9.2 The Customer grants Tempa a non-exclusive, royalty-free licence during the term to use, reproduce, modify, publish, and adapt Customer Materials and Customer Data to the extent reasonably necessary to provide the Services.

9.3 Subject to full payment of all amounts due, the Customer owns the final customer-specific deliverables expressly created by Tempa solely and specifically for the Customer under the agreed scope, excluding Tempa Materials.

9.4 Tempa retains ownership of:

a. Tempa Materials;

b. all prompts, prompt libraries, templates, scripts, code components, systems, methods, frameworks, reporting models, and internal workflow assets used to deliver the Services;

c. generic ideas, learnings, know-how, and improvements developed in the course of performing the Services; and

d. aggregated or anonymised data that does not identify the Customer or any individual.

9.5 Unless expressly stated in the Order Summary, Tempa is not required to provide:

a. raw working files;

b. editable design files;

c. source code repositories;

d. automation logic;

e. prompt libraries;

f. internal notes or strategy documents; or

g. Tempa’s internal configurations or tool setups.

9.6 The Customer owns its ad accounts, domains registered in its name, CRM data, customer lists, and other business assets held in its name.

9.7 If the Services include landing pages, hosting, or related infrastructure:

a. the Customer owns final customer-specific page content and customer-specific visual designs created specifically for it, subject to full payment;

b. Tempa retains ownership of its templates, components, hosting stack, code libraries, design systems, and reusable infrastructure; and

c. Tempa may continue to use Tempa Materials and reusable non-customer-specific elements elsewhere.

9.8 On termination, and provided all outstanding amounts have been paid, Tempa will provide reasonable handover of customer-owned materials then in Tempa’s possession or control, in a form Tempa reasonably chooses.

9.9 Reasonable handover does not include rebuilds, migrations, recreation of assets, re-documentation, training, or technical implementation work unless separately agreed and paid for.

10.1 Each party must keep confidential all non-public information disclosed by the other party in connection with this Agreement and use it only for the purposes of this Agreement.

10.2 A receiving party may disclose confidential information to its employees, contractors, professional advisers, insurers, financiers, prospective investors, and prospective purchasers or acquirers of its business, provided those recipients are subject to confidentiality obligations or professional duties of confidence.

10.3 Clause 10.1 does not apply to information that:

a. is or becomes public other than through breach of this Agreement;

b. was lawfully known to the receiving party before disclosure;

c. is lawfully received from a third party without breach of confidence; or

d. must be disclosed by law, court order, stock exchange rule, or regulator.

10.4 Tempa may identify the Customer by name and logo as a customer and describe the general nature of the Services for marketing purposes unless the Customer opts out in Writing.

11.1 The Customer authorises Tempa to access, collect, receive, store, use, disclose, transfer, analyse, and otherwise process Customer Data as reasonably necessary to provide, support, secure, monitor, improve, and administer the Services.

11.2 The Customer authorises Tempa to use Third-Party Platforms, software vendors, subcontractors, hosting providers, analytics providers, and AI tools, including offshore providers, in connection with the Services.

11.3 The Customer acknowledges that some Customer Data may be processed outside Australia in connection with the Services.

11.4 Each party must comply with applicable privacy and data protection laws to the extent those laws apply to that party.

11.5 Tempa will take reasonable steps to protect Customer Data in its possession or control against misuse, interference, loss, and unauthorised access, modification, or disclosure.

11.6 If Tempa becomes aware of a confirmed or reasonably suspected unauthorised access, unauthorised disclosure, or loss of Customer Data in Tempa’s possession or control that materially affects the Customer, Tempa will notify the Customer without undue delay and provide reasonable information available to Tempa about the incident and the steps being taken.

11.7 On termination or expiry, Tempa may delete or de-identify Customer Data in its systems unless:

a. retention is required by law;

b. retention is reasonably required for backups, security, dispute resolution, or internal record-keeping; or

c. the Customer asks for return of specified Customer Data within 14 days after termination and return is reasonably practicable.

11.8 The Customer must not provide Tempa with:

a. tax file numbers;

b. payment card data;

c. health information;

d. information about children; or

e. other sensitive personal information,

unless expressly agreed in Writing and reasonably required for the Services.

11.9 The Customer remains responsible for:

a. the legal basis for collecting and using Customer Data;

b. privacy notices, consent mechanisms, and cookie disclosures;

c. audience uploads, remarketing lists, and CRM syncs; and

d. instructions given to Tempa regarding data use.

11.10 The Customer acknowledges that AI-assisted outputs may be incomplete, inaccurate, biased, or unsuitable without human review. The Customer remains responsible for final review and approval of claims, legal compliance, and publication decisions.

12.1 Tempa warrants that it will perform the Services with reasonable care and skill.

12.2 The Customer acknowledges that marketing outcomes depend on factors outside Tempa’s control, including product-market fit, pricing, sales execution, website conversion, creative quality, market conditions, competition, tracking integrity, and Third-Party Platform behaviour.

12.3 Tempa does not guarantee:

a. any minimum number of leads, meetings, customers, revenue, pipeline, or profit;

b. any particular ROAS, CAC, CPL, CPC, CPM, CTR, conversion rate, ranking, or reach;

c. acceptance or approval of any ad, account, page, or campaign by any Third-Party Platform; or

d. uninterrupted or error-free Services.

12.4 Except as expressly stated in this Agreement, and to the maximum extent permitted by law, all warranties, representations, and conditions are excluded.

12.5 Nothing in this Agreement excludes, restricts, or modifies any right or remedy that cannot lawfully be excluded, restricted, or modified.

12.6 To the extent permitted by law, including section 64A of the Australian Consumer Law, Tempa’s liability for any failure to comply with a non-excludable guarantee relating to the Services is limited, at Tempa’s option, to:

a. resupplying the Services; or

b. paying the cost of having the Services resupplied.

13.1 To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profit, loss of revenue, loss of opportunity, loss of goodwill, or loss of anticipated savings.

13.2 To the maximum extent permitted by law, Tempa’s total aggregate liability arising out of or in connection with this Agreement is capped at the total fees actually paid by the Customer to Tempa under this Agreement in the 3 months immediately preceding the event giving rise to the claim.

13.3 The cap in clause 13.2 does not apply to:

a. the Customer’s obligation to pay fees;

b. either party’s fraud or wilful misconduct; or

c. the Customer’s liability under clause 14.

14.1 The Customer indemnifies Tempa and its personnel against third-party claims, losses, damages, liabilities, costs, and expenses, including reasonable legal costs, to the extent arising from:

a. Customer Materials;

b. the Customer’s products, services, pricing, offers, website, landing pages, checkout flows, or fulfilment;

c. the Customer’s breach of applicable law, privacy obligations, or Third-Party Platform rules;

d. the Customer’s instructions to Tempa; or

e. any allegation that Customer Materials infringe third-party rights or are misleading, deceptive, unlawful, or unsubstantiated.

14.2 Clause 14.1 does not apply to the extent the claim is caused by Tempa’s breach of this Agreement, negligence, fraud, or wilful misconduct.

15.1 Tempa may update these Terms, the package structure, service inclusions, or the Monthly Fee only by giving at least 30 days’ prior Written Communication.

15.2 Any change under clause 15.1:

a. applies only from the start of the next billing period after the notice period ends; and

b. does not affect the current paid billing period.

15.3 If the Customer does not agree to the change, the Customer may cancel before the next billing date. Continued use of the Services after the change takes effect constitutes acceptance of the updated Terms.

16.1 Any notice, approval, consent, instruction, or other communication under this Agreement must be in Writing.

16.2 Written Communications to the Customer may be sent to the contact email, billing email, client portal account, or designated shared project channel most recently provided by the Customer.

16.3 Written Communications to Tempa may be sent through Tempa’s billing portal, client portal, or the contact email or billing email identified in the Order Summary or client portal.

16.4 A Written Communication is taken to be received:

a. when delivered in the relevant portal or shared project channel; or

b. when the email leaves the sender’s system without bounce-back,

unless the sender receives an automated failure notice.

17.1 Tempa is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship, or general agency.

17.2 Tempa may assign or transfer this Agreement as part of a corporate restructure, financing, sale of business, or transfer of substantially all of its assets. The Customer may not assign or transfer this Agreement without Tempa’s prior written consent.

17.3 If any part of this Agreement is invalid, illegal, or unenforceable, it will be severed and the remainder will continue in full force.

17.4 A failure or delay to exercise a right does not waive that right.

17.5 This Agreement is the entire agreement between the parties regarding its subject matter and supersedes prior proposals, discussions, and understandings about that subject matter.

17.6 This Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria and the Commonwealth courts competent to hear appeals from those courts.