Terms and Conditions

Temporal Vision
Effective Date: June 11, 2025

1. Introduction and Acceptance of Terms

These Terms and Conditions ("Terms") govern the provision of marketing and related services by Temporal Vision (ACN/ABN: [Your ACN/ABN]) of [Your Agency Address], ("Temporal Vision," "we," "us," or "our") to you, the client ("Client" or "you"). By engaging our services, or by accessing and using our website ([Your Website URL]), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (View Privacy Policy).

These Terms form a legally binding agreement between Temporal Vision and the Client. Specific details, scope of work, deliverables, timelines, and fees for each project or ongoing service will be outlined in a separate document such as a Statement of Work ("SOW"), Proposal, or Service Agreement, which, once signed by both parties, will be incorporated into and form part of these Terms.

2. Description of Services

Temporal Vision offers a comprehensive range of marketing and related services, which may include, but are not limited to:

• Digital marketing strategy and consultation
• Search Engine Optimization (SEO) campaigns
• Paid Media (PPC) advertising management (e.g., Google Ads, Social Media Ads)
• Social media marketing and content creation
• Content marketing services (e.g., blog posts, articles, video concepts)
• Email marketing campaign development and management
• Website performance analysis and optimization
• Marketing automation setup and management
• Reporting and analytics tailored to campaign performance

The exact nature and scope of services for each engagement will be detailed in the SOW, which will supersede any general descriptions in these Terms in case of conflict regarding specific service deliverables.

3. Client Responsibilities

The Client agrees to fulfil the following responsibilities to ensure the successful delivery of services:

• Timely Information & Assets: Provide all necessary information, content (text, images, videos, audio), brand guidelines, data, and access to platforms (e.g., website backend, analytics, ad accounts) in a timely manner as requested by Temporal Vision. Delays by the Client may impact project timelines and costs.
• Approvals & Feedback: Review and provide clear, constructive feedback and approvals for deliverables within the agreed-upon timeframes specified in the SOW.
• Rights & Permissions: Warrant that all materials provided to Temporal Vision are owned by the Client or that the Client has obtained all necessary licenses, permissions, and consents for their use in the services, and that such use will not infringe any third-party rights.
• Point of Contact: Designate a single point of contact who has the authority to make decisions and provide approvals on behalf of the Client.
• Cooperation: Cooperate fully with Temporal Vision in the performance of services, including participating in scheduled meetings and providing prompt responses to queries.

4. Fees, Invoicing, and Payment

4.1. Fees and Charges

All fees for services will be explicitly stated in the SOW. Unless otherwise specified:

• Fees are quoted in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST) or any other applicable taxes, duties, or levies, which will be added to invoices where legally required and are the responsibility of the Client.
• Additional charges may apply for out-of-scope work, significant revisions beyond agreed limits, or expenses incurred (e.g., third-party software, stock photography subscriptions) with prior Client approval.

4.2. Invoicing and Payment Terms

Temporal Vision will issue invoices in accordance with the payment schedule outlined in the SOW (e.g., monthly in advance, upon milestone completion, project completion). All invoices are payable within fourteen (14) days from the date of invoice.

4.3. Late Payments

If any invoice is not paid by the due date, Temporal Vision reserves the right, without limiting any other remedies:

• To charge interest on overdue amounts at a rate of 2% per month, calculated daily, from the due date until the date of full payment.
• To suspend all ongoing services until all outstanding amounts (including any accrued interest and collection costs) are paid in full.
• To retain all deliverables and intellectual property developed until full payment is received.
• To pursue debt collection efforts, and the Client shall be responsible for all reasonable costs incurred in connection with such collection, including legal fees.

4.4. No Refunds

Unless explicitly stated in the SOW or mandated by applicable consumer protection laws, all fees for services rendered are strictly non-refundable. Temporal Vision provides services on a 'best efforts' basis, and payments are for the provision of services, not for guaranteed outcomes.

5. Intellectual Property

5.1. Client Materials

The Client retains full ownership of all intellectual property rights in any materials, content, data, or assets ("Client Materials") provided to Temporal Vision for use in connection with the services. The Client grants Temporal Vision a non-exclusive, royalty-free, worldwide, transferable license to use, reproduce, modify, adapt, publish, and display the Client Materials solely for the purpose of providing the agreed-upon services.

5.2. Temporal Vision Materials and Deliverables

• Temporal Vision IP: All intellectual property rights in any pre-existing materials, methodologies, tools, software, templates, general knowledge, or strategies developed or owned by Temporal Vision prior to or independently of this agreement ("Temporal Vision IP") shall remain the sole property of Temporal Vision.
• Project Deliverables: Upon full and final payment for the services, Temporal Vision grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, and display the final deliverables specifically created for the Client under an SOW ("Deliverables") for the Client's internal business purposes and for the specific marketing purposes for which they were created.
• Unless otherwise agreed in an SOW, Temporal Vision retains all intellectual property rights in the Deliverables until full payment is received.
• Temporal Vision reserves the right to use the Deliverables, project results, and the Client's name/logo in its own portfolio, case studies, marketing materials, and promotional activities, unless a specific written agreement states otherwise.

6. Confidentiality

Both Temporal Vision and the Client agree to keep confidential all non-public information, including but not limited to business plans, financial information, customer lists, technical data, strategies, and trade secrets, that is disclosed by one party to the other during the course of providing or receiving services, and which is identified as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). This obligation of confidentiality shall survive the termination of this agreement.

The obligation of confidentiality does not apply to information that: (a) is publicly known or becomes publicly known through no fault of the receiving party; (b) is rightfully received by the receiving party from a third party without a duty of confidentiality; (c) is independently developed by the receiving party without reliance on Confidential Information; or (d) is required to be disclosed by law or by a governmental authority, provided the disclosing party gives prior written notice to the other party where legally permissible.

7. Term and Termination

7.1. Term

These Terms commence on the Effective Date and remain in effect until terminated in accordance with this Section 7. The term of specific services will be defined in the SOW.

7.2. Termination for Convenience

Either party may terminate a specific SOW or ongoing services by providing thirty (30) days' written notice to the other party. Upon such termination, the Client shall pay Temporal Vision for all services rendered up to the effective termination date, any non-cancellable third-party costs incurred, and any agreed-upon cancellation fees specified in the SOW.

7.3. Termination for Cause

Either party may terminate these Terms or any SOW immediately by written notice if the other party:

• Commits a material breach of these Terms or an SOW and fails to remedy the breach within fourteen (14) days of receiving written notice requiring it to do so.
• Becomes insolvent, enters into receivership, liquidation, or any form of administration, or ceases to carry on business.

7.4. Effect of Termination

Upon termination of these Terms or any SOW for any reason:

• The Client shall immediately pay all outstanding fees for services rendered up to the effective termination date, including any applicable late payment charges.
• Temporal Vision will, upon receipt of full and final payment, provide the Client with all completed Deliverables and Client Materials in its possession, as well as access to any accounts solely managed by Temporal Vision on behalf of the Client.
• All provisions of these Terms which by their nature are intended to survive termination (including, without limitation, payment obligations, intellectual property, confidentiality, warranties and disclaimers, limitation of liability, indemnification, and governing law) shall remain in full force and effect.

8. Warranties and Disclaimers

Temporal Vision warrants that it will perform the services with reasonable care and skill, and in a professional and diligent manner consistent with generally accepted industry standards. However, due to the dynamic and evolving nature of marketing, particularly digital marketing, Temporal Vision does not guarantee specific results, rankings, leads, sales, or return on investment from the services provided. Performance metrics are estimates based on historical data and industry best practices, but actual results may vary significantly based on numerous external factors beyond Temporal Vision's control (e.g., market conditions, competitor activities, changes in search engine algorithms, social media platform policies, economic fluctuations).

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TEMPORAL VISION MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TEMPORAL VISION DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

The Client acknowledges that marketing services involve a degree of inherent risk and that the ultimate decision-making and responsibility for business outcomes rests solely with the Client.

9. Limitation of Liability

THIS SECTION IS CRITICAL. ITS ENFORCEABILITY VARIES BY JURISDICTION. PLEASE CONSULT YOUR LEGAL COUNSEL.

To the maximum extent permitted by law, Temporal Vision (including its directors, officers, employees, contractors, and agents) shall not be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, or any loss of profits, revenue, data, use, goodwill, or other intangible losses, whether incurred directly or indirectly, resulting from:

• Your access to, use of, or inability to access or use the services.
• Any conduct or content of any third party on the services.
• Any content obtained from the services.
• Unauthorized access, use, or alteration of your transmissions or content.
• Any actions or decisions taken by the Client based on the advice, recommendations, or deliverables provided by Temporal Vision.
• Any loss or damage to Client data or Client Materials due to technical failures, cyber-attacks, or other events beyond Temporal Vision's reasonable control.

In no event shall Temporal Vision's aggregate liability for all claims arising out of or in connection with these Terms or the services (whether in contract, tort, or otherwise) exceed the total fees paid by the Client to Temporal Vision for the specific services giving rise to the claim in the six (6) months immediately preceding the event giving rise to the liability, or AUD$10,000, whichever is less.

Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, term or condition, right or remedy implied or imposed by any applicable law that cannot lawfully be excluded, restricted, or modified (including consumer guarantees under the Australian Consumer Law, to the extent applicable).

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless Temporal Vision, its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable legal fees) that arise from or relate to:

• The Client's breach of these Terms or any SOW.
• Any third-party claim that Client Materials or any use of Client Materials by Temporal Vision infringes or misappropriates any intellectual property right, privacy right, or other right of a third party.
• The Client's negligent acts or omissions or willful misconduct.
• Any injury, death, or property damage caused by the Client or its products/services.
• Any advertising, marketing, or promotional claims made by the Client that are untrue, misleading, deceptive, or otherwise unlawful.
• Any violation by the Client of any applicable laws, regulations, or industry codes.

11. Governing Law and Jurisdiction

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of **South Australia, Australia**, without regard to its conflict of laws principles. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of South Australia, Australia, and the courts competent to hear appeals from those courts.

For global clients, while the governing law is Australia, the parties acknowledge that certain mandatory consumer protection laws or other public policy provisions in the Client's jurisdiction may still apply to the extent that such laws cannot be excluded by agreement.

12. Dispute Resolution

In the event of any dispute or claim arising out of or in connection with these Terms or any SOW, the parties agree to first attempt to resolve the dispute informally through good-faith negotiations between senior representatives of each party. If the dispute cannot be resolved within thirty (30) days of written notice of the dispute, either party may pursue any available legal remedies.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, epidemics, pandemics, strikes, power outages, internet service provider failures, or governmental orders or actions.

14. Amendments

Temporal Vision reserves the right to modify or replace these Terms at any time. If a revision is material (as determined by us in our sole discretion), we will provide at least thirty (30) days' notice prior to any new terms taking effect. Notice may be provided via email to your primary contact or by posting on our website. By continuing to access or use our services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must notify us and cease using our services.

15. Severability

If any provision of these Terms is held to be invalid or unenforceable by a court or other competent authority, the remaining provisions of these Terms will remain in full force and effect. The invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely matches the intent of the original provision.

16. Entire Agreement

These Terms, together with any applicable SOWs and our Privacy Policy, constitute the entire agreement between Temporal Vision and the Client regarding the services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

17. Contact Information

If you have any questions about these Terms, please contact us at: