Performance guarantee framework
1.1 These Kaliber Creative Guarantee Terms (the Terms) govern the performance guarantee applying to the Creative Batch identified in a signed Guarantee Schedule.
1.2 The guarantee is intended to create a fair performance test. Kaliber accepts the risk that its creative work may fail the agreed test. The Customer accepts responsibility for accurate baseline data, campaign integrity, sufficient delivery and matters outside Kaliber's creative production scope.
1.3 The public webpage explains the guarantee but is not contractual. The signed Guarantee Schedule and the PDF copy of these Terms attached to or incorporated into that Schedule form the binding guarantee agreement.
1.4 The guarantee applies only where the Guarantee Schedule states that the engagement is Covered. If Kaliber cannot establish a reliable baseline or fair test before production, Kaliber may offer the creative engagement without guarantee coverage.
In these Terms:
Account Owner means the person or entity controlling the relevant Meta ad account.
Baseline Metric means the spend-weighted CPA, CPL or ROAS calculated for the Verified Portfolio Baseline.
Covered Creative means each final creative asset identified for testing under the Guarantee Schedule.
Creative Batch means the complete group of creative advertising assets produced by Kaliber and identified in the Guarantee Schedule. It may include static ads, animated static ads and video ads. The Schedule records the package, candidate count, final asset count, formats, markets and delivery scope. Resizes and technical exports are not separate creative entities unless expressly stated.
Creative Fee means the fee identified as refundable in the Guarantee Schedule, excluding media spend, taxes that cannot legally be refunded, third-party charges and services outside the Creative Batch.
Customer means the contracting customer identified in the Guarantee Schedule.
Data Threshold means the minimum portfolio spend, qualifying conversions or orders, and other data requirements recorded in the Guarantee Schedule.
Guarantee Schedule or Schedule means the signed, engagement-specific document recording the commercial package, Verified Portfolio Baseline, Primary Metric, Launch Protocol, the Inception Date, the scheduled Test Period, the Longstop Date and other test conditions. A guarantee exists only where a Guarantee Schedule has been signed by both parties.
Launch Protocol means the agreed method for deploying all Covered Creatives, either simultaneously or in predetermined waves.
Material Change means a change reasonably capable of affecting comparability between the Verified Portfolio Baseline and Portfolio Result, including changes to the offer, price, landing page, audience type, campaign objective, attribution setting, optimisation event, tracking, qualification rules, market, promotional conditions or platform automation.
Media Manager means the Customer's in-house media team, appointed agency or other party responsible for campaign deployment and management.
Meta Data means unaltered, native data obtained from Meta through an ad-level export or scoped read-only account access.
Conditions Precedent means the requirements listed in clause 9A, each of which must be satisfied before a refund or Regeneration Batch becomes payable.
Coverage Period means the period beginning on the Inception Date and ending on expiry under clause 16A.
Inception Date means the date the Guarantee Schedule is signed by both parties. No creative produced, launched or measured before the Inception Date is covered.
Longstop Date means the date stated in the Guarantee Schedule or, if none is stated, the date 60 days after the scheduled end of the Test Period. No claim may be made after the Longstop Date.
Portfolio Result means the combined economic performance of all Covered Creatives during the Test Period, calculated under clause 8.
Primary Metric means CPA, CPL or ROAS, as recorded in the Schedule.
Qualifying Conversion means the lead, purchase or other conversion event defined and frozen in the Schedule.
Reference Period means the 30-to-60-day period used to establish the Verified Portfolio Baseline.
Regeneration Batch means the replacement Creative Batch described in clause 15.
Test Period means the testing period recorded in the Schedule, including any permitted extension.
Verified Portfolio Baseline means the spend-weighted performance baseline calculated by Kaliber from 100% of qualifying comparable campaigns and creatives during the Reference Period under clause 5.
3.1 If the Creative Batch completes a valid test and fails under clause 9, the Customer may elect either:
(a) a refund of 100% of the Creative Fee; or
(b) one Regeneration Batch at Kaliber's cost and under the same guarantee framework.
3.2 If a Regeneration Batch completes a valid test and fails, Kaliber must refund 100% of the Creative Fee. There is no third production cycle under the guarantee.
3.3 Coverage is binary. There are no 25%, 50% or proportional refunds based on winner count, asset delivery, impressions or incomplete testing.
3.4 The guarantee does not promise that each creative will perform, that a stated number of individual winners will emerge, or that the Customer will achieve a particular uplift. The portfolio test is the only refund trigger.
3.5 The guarantee covers the Creative Fee only. It does not cover media spend, lost profits, internal costs, landing-page work, media-management fees or other services.
4.1 Before production, Kaliber will assess whether the engagement can support a fair test. Eligibility requires, at minimum:
(a) a Meta direct-response campaign using CPA, CPL or ROAS;
(b) valid Meta tracking and stable Qualifying Conversion rules;
(c) a Reference Period of at least 30 days and no more than 60 days unless otherwise agreed;
(d) the minimum conversion volume and volatility standard in Kaliber's eligibility matrix;
(e) sufficient planned spend and duration to reach the Data Threshold;
(f) a reasonably comparable seasonal and promotional environment; and
(g) sufficient Brand Jam permissions to create meaningful strategic and visual diversity.
4.2 Kaliber may decline guarantee coverage before accepting the engagement if these requirements are not met. This decision does not prevent the Customer from buying the creative service without the guarantee.
4.3 Restrictions on formats, backgrounds, imagery, messages, offers, Distinctive Brand Assets or other Brand Jam inputs must be declared before production and recorded in the Schedule. If those restrictions prevent sufficient creative diversity, Kaliber must decline coverage before accepting the guaranteed engagement rather than relying on the restrictions after a failed test.
5.1 The baseline must be derived from Meta Data. Customer-created summaries, screenshots or private calculations are not sufficient by themselves.
5.2 The baseline includes 100% of qualifying comparable campaigns and creatives during the Reference Period. A campaign or creative qualifies only if it:
(a) uses the campaign objective, attribution setting and audience type defined in the Schedule;
(b) had valid tracking during the Reference Period;
(c) was not selectively or anomalously suppressed; and
(d) was not affected by a declared broken pixel, stock outage, exceptional promotion, platform incident or other anomaly recorded before signature.
5.3 Neither party may exclude qualifying data after seeing the test result. Unrelated campaign types, objectives or audience classes are excluded only under the objective comparability rules written into the Schedule.
5.4 Kaliber calculates the Baseline Metric as follows:
(a) CPA/CPL: total qualifying spend divided by total Qualifying Conversions;
(b) ROAS: total qualifying attributed revenue divided by total qualifying spend.
5.5 The baseline is spend-weighted. It is not the Customer's weakest creative, strongest creative or a simple average of asset-level ratios.
5.6 The Customer warrants that the Account Owner, Customer and Media Manager have disclosed all information reasonably necessary to verify the baseline, including relevant campaign change history.
6.1 Any qualifying incumbent creative, Material Change, promotion, product launch or market event occurring between the Reference Period and launch must be disclosed promptly.
6.2 If current account performance has moved materially before launch, the parties must record one of the following in an amended Schedule:
(a) refresh the baseline;
(b) use a concurrent control;
(c) use a matched seasonal period; or
(d) delay or decline the guaranteed test.
6.3 A historical baseline must not be used where the Test Period falls in a materially different promotional or seasonal period unless the Schedule provides a reasonable comparison method.
6.4 Natural creative fatigue occurring during the Test Period is a legitimate portfolio outcome and is not an excluded circumstance.
7.1 All Covered Creatives must be deployed and remain eligible for delivery under the Launch Protocol.
7.2 The Launch Protocol may require simultaneous deployment or predetermined waves, depending on historical spend, conversion volume and Meta best practice.
7.3 Meta may allocate delivery unevenly. There is no per-asset impression threshold. Low-delivery assets remain part of the portfolio calculation to the extent of their actual spend and outcomes.
7.4 The Customer and Media Manager must:
(a) use the campaign structure, attribution setting, optimisation event, audience type and platform features recorded in the Schedule;
(b) provide the agreed spend and duration;
(c) keep every Covered Creative eligible unless Meta or Kaliber requires a documented correction;
(d) not selectively pause, suppress or divert delivery to influence the result;
(e) not edit a Covered Creative without written agreement; and
(f) preserve the account and change-history evidence required to verify compliance.
7.5 Permitted Meta automation, including Advantage+ features, must be recorded in the Schedule and applied consistently or symmetrically to the baseline/control and Covered Creatives where relevant. Platform automation is not itself a reason to invalidate the guarantee.
8.1 The Portfolio Result is calculated across all Covered Creatives for the valid Test Period:
(a) CPA/CPL: total spend across Covered Creatives divided by total attributed Qualifying Conversions;
(b) ROAS: qualifying attributed revenue across Covered Creatives divided by total spend across Covered Creatives.
8.2 Individual asset winner count does not determine pass or failure.
8.3 One individual creative beating the baseline does not automatically cause a pass. A super-winner may cause the portfolio to pass if its meaningful delivery improves the combined Portfolio Result sufficiently.
8.4 Untested or low-delivery assets are not classified as winners or duds for refund purposes. Their actual limited spend and outcomes contribute to the portfolio calculation.
8.5 Meta Data is the contractual source of truth. Any analytics platform used to tag, organise or present the data does not override Meta Data for pass/fail determination.
9.1 The test passes where, after the Data Threshold is reached:
(a) CPA/CPL: Portfolio CPA/CPL is less than or equal to Baseline CPA/CPL; or
(b) ROAS: Portfolio ROAS is greater than or equal to Baseline ROAS.
9.2 The test fails where, after the Data Threshold is reached:
(a) CPA/CPL: Portfolio CPA/CPL is greater than Baseline CPA/CPL; or
(b) ROAS: Portfolio ROAS is less than Baseline ROAS.
9.3 There is no tolerance band, materiality buffer, permitted variance or rounding allowance. Meeting the Baseline Metric exactly is a pass. Missing it by any margin is a failure.
9.4 Kaliber's protection against ordinary measurement noise sits before the test rather than inside it: eligibility and underwriting under clause 4, the Verified Portfolio Baseline under clause 5, the Data Threshold, and the Conditions Precedent under clause 9A. Where those safeguards cannot produce a fair reading, the test is inconclusive under clause 13 rather than failed.
9A.1 Each of the following is a condition precedent to Kaliber's liability under this guarantee. If any is not satisfied, no refund and no Regeneration Batch is payable:
(a) every Covered Creative was deployed and kept eligible for delivery under the Launch Protocol in clause 7;
(b) valid tracking and stable Qualifying Conversion rules were maintained throughout the Test Period under clause 10;
(c) no material change was made during the Test Period to the offer, pricing, landing page, destination, audience definition, optimisation event or attribution setting, other than a change agreed in writing under clause 12;
(d) the agreed spend and duration were provided and the Data Threshold was reached;
(e) the claim was notified within the period required by clause 16; and
(f) Meta Data access sufficient to verify the Portfolio Result was provided under clause 17.
9A.2 Where a Condition Precedent has not been met and the failure is curable, Kaliber must give written notice and apply the cure procedure in clause 13.3(c) before treating coverage as lapsed. Coverage is not forfeited for an immaterial departure, or for one that is cured within the cure period.
9A.3 The allocation of risk is as follows: Kaliber bears creative risk. The Customer bears execution risk. Creative that does not beat the Baseline Metric is covered in full. A test that was not run as agreed is not covered.
10.1 At Schedule signature, the parties freeze or record the pixel/CAPI setup, attribution window, optimisation event, Qualifying Conversion definition, lead-quality rule and revenue method.
10.2 The Customer may not retroactively redefine a Qualifying Conversion, qualified lead, attributed revenue or other result after launch.
10.3 Any tracking error must be notified promptly. The parties will use the response framework in clause 12 to determine whether to continue, correct, exclude affected data or restart.
10.4 The Customer must provide scoped read-only access or unaltered native exports reasonably required to verify the baseline, test and account change history.
11.1 Covered Creatives must be served without alteration unless Kaliber approves the change in writing.
11.2 If Meta rejects a Covered Creative because of Kaliber's creative execution, Kaliber will replace it without charge and the relevant test clock will not begin until a compliant replacement is eligible.
11.3 If rejection results from the Customer's account standing, regulated category, undisclosed claim, restricted product, missing substantiation or instruction contrary to platform policy, the Customer is responsible for correction and any resulting delay.
11.4 The Customer is responsible for the truth, substantiation and lawfulness of any client-supplied claims, offers, testimonials, trademarks, prices and regulated statements provided to Kaliber for inclusion in Covered Creatives.
12.1 A departure from the Schedule does not automatically void the guarantee. It is classified by practical effect:
(a) Immaterial: no reasonable effect on comparability; test continues.
(b) Curable: issue can be corrected; test pauses if necessary, the Customer receives notice and a reasonable opportunity to cure, and the test may be extended.
(c) Material but accidental: parties exclude reliably identifiable affected data, refresh the baseline or restart the test.
(d) Deliberate manipulation: conduct intended to distort the baseline or Portfolio Result causes guarantee coverage to be lost.
12.2 Deliberate manipulation includes knowingly supplying incomplete or false baseline data, suppressing Covered Creatives to create a failure, diverting delivery to weaker ads, introducing an undisclosed superior control immediately before launch, changing conversion definitions retrospectively, or altering native data.
12.3 Kaliber must act reasonably and in good faith when classifying an issue and must identify the evidence relied on.
13.1 A test is inconclusive if it does not reach the Data Threshold within the scheduled duration.
13.2 An inconclusive test is neither a pass nor a failure and never generates a partial refund.
13.3 The following procedure applies:
(a) run the initial Test Period and assess the Data Threshold;
(b) if insufficient, extend once for up to 14 days;
(c) if a curable Customer or Media Manager failure contributed, give written notice and the cure period in the Schedule, defaulting to 10 business days;
(d) if the test remains inconclusive because agreed spend, tracking or deployment was not provided after cure, the guarantee expires without refund;
(e) if a Meta outage or neutral external event caused the problem, reschedule or agree a reasonable alternative test; and
(f) if no fair test can be completed despite both parties' compliance, the parties will confer in good faith and may use the independent expert procedure.
14.1 Kaliber will provide a final test report after the Data Threshold is reached or the long-stop procedure ends.
14.2 The report will state the Meta Data source, baseline, Portfolio Result, the status of each Condition Precedent, the pass/fail/inconclusive determination and any material adjustment.
14.3 Individual creative winners, high-potential assets and learning themes may be reported as creative intelligence but do not change the contractual refund calculation.
15.1 Following a first valid failure, the Customer must elect cash refund or regeneration in writing within 10 business days after the final report. If the Customer does not elect, cash refund is the default remedy.
15.2 Kaliber will initiate a cash refund within 10 business days after the election or final resolution of a dispute.
15.3 Kaliber will refund the Creative Fee in the invoice currency. Any tax adjustments required by the tax laws of the Customer's or Kaliber's jurisdiction will be handled separately by the parties. Kaliber will not deduct its own payment charges; the Customer remains responsible for receiving-bank or currency-conversion charges imposed by its providers.
15.4 A Regeneration Batch consists of:
(a) the same candidate and final asset counts as the original Creative Batch unless otherwise agreed;
(b) the same brief scope and Brand Jam constraints, subject to written revision;
(c) the same or shorter delivery timeframe as the original, as stated in the Schedule;
(d) the same approval process; and
(e) a new signed Schedule confirming the applicable baseline, Primary Metric, Launch Protocol and Test Period.
15.5 If the baseline has materially drifted before the Regeneration Batch test, the parties must refresh it under clause 6.
15.6 A second valid failure results in an automatic cash refund. No further regeneration is required.
16.1 The Customer must notify Kaliber of a claim within 10 business days after the final report becomes available, unless Kaliber already has sufficient access to determine the failure automatically.
16.2 A claim must identify the Schedule and the requested remedy. The Customer need not recreate data already available to Kaliber.
16.3 Failure to meet the claim deadline does not defeat a claim where Kaliber had actual knowledge of the valid failure and suffered no material prejudice from delay. This clause does not permit a claim after the Longstop Date.
16A.1 Cover under this guarantee begins on the Inception Date and expires on the earliest of:
(a) the issue of a determination of pass under clause 14;
(b) payment of the refund, or completion of the Regeneration Batch and its determination, under clause 15;
(c) lapse under clause 13.3(d) where the test could not be completed because agreed spend, tracking or deployment was not provided after cure;
(d) the date falling 30 days after the Covered Creatives were required to be launched, where none were launched and the failure was not cured; or
(e) the Longstop Date.
16A.2 No claim may be notified after the Longstop Date in any circumstances. Clause 16.3 does not extend cover beyond the Longstop Date.
16A.3 Where the Test Period is extended by written agreement or under clause 13.3(b), the Longstop Date extends by the same number of days and the parties must record the revised date in writing.
16A.4 Expiry does not affect any claim properly notified before expiry, or any right or liability accrued before expiry.
16A.5 One Guarantee Schedule covers one Creative Batch and one test. A further batch requires a further signed Guarantee Schedule with its own Inception Date, Test Period and Longstop Date.
17.1 Access is read-only and limited to test-relevant campaigns, account change history and the Reference Period.
17.2 Kaliber may use the data only to underwrite, administer, analyse and resolve the guarantee; provide agreed creative reporting; comply with law; and create anonymised, aggregated learnings.
17.3 Test evidence may be retained for up to six months after final resolution where reasonably needed for claims, audit or dispute purposes.
17.4 Kaliber will delete or anonymise identifiable test data within 90 days after it is no longer required for those purposes, unless law requires longer retention. Anonymisation requires removal of direct identifiers and aggregation to campaign level or higher. Asset-level records containing personal data must be deleted unless legally required.
17.5 Kaliber will handle any personal data received under the guarantee in accordance with Singapore's Personal Data Protection Act 2012 and equivalent applicable law in the Customer's jurisdiction. Cross-border transfers will be limited to jurisdictions offering comparable protection, or made under standard contractual safeguards. The Customer will minimise the personal data disclosed to Kaliber for guarantee verification purposes.
18.1 On payment of the Creative Fee, the Customer receives a perpetual, non-exclusive licence to use the deliverable assets for the campaigns, markets and objectives identified in the Guarantee Schedule. A separate Statement of Work or licence letter may broaden or restrict this scope. A refund does not automatically revoke the licence to already-delivered assets.
18.2 Raw or source files mean the agreed deliverable files. They exclude non-transferable third-party fonts and stock licences and Kaliber's pre-existing systems, Brand Jam methods, prompts, templates, code and production tools.
18.3 A refund does not by itself revoke the Customer's licence to deliverable assets already granted under clause 18.1.
18.4 Kaliber may retain anonymised creative learnings that do not disclose Customer confidential information or personal data.
19.1 Where an agency or intermediary purchases for an advertiser, the Schedule must identify the Customer, Account Owner, Media Manager, data provider and refund recipient.
19.2 The Customer warrants that it has authority to bind or procure compliance from the Account Owner and Media Manager for the obligations relevant to the test.
19.3 The Customer is responsible for its Media Manager's compliance with the Launch Protocol, subject to the fair response framework in clause 12. An immaterial or accidental agency act does not automatically void the guarantee.
The guarantee does not cover:
21.1 The refund or regeneration remedy is the Customer's exclusive remedy only for failure to achieve the guaranteed Portfolio Result.
21.2 Nothing in these Terms excludes or limits liability or remedies for fraud, fraudulent or negligent misrepresentation, wilful misconduct, breach of confidentiality, data-protection breach, intellectual-property infringement, a separate contractual breach, or any right or liability that cannot lawfully be excluded or limited.
21.3 Liability cap. Kaliber's aggregate liability arising from or in connection with the guarantee (excluding preserved rights in clause 21.2) is capped at the Creative Fee for the engagement. Neither party is liable for indirect, incidental, consequential or special damages, or for loss of profit, revenue, business opportunity, goodwill or anticipated savings.
21.4 Each limitation in this clause applies only to the extent it is fair, reasonable and enforceable under applicable law.
22.1 A party disputing the baseline, data integrity, calculation or test determination must give written notice with reasonable detail.
22.2 The parties will first hold a good-faith review using Meta Data and the account change history.
22.3 If unresolved within 10 business days, the technical issue will be referred to the independent measurement expert named or selected under the Guarantee Schedule.
22.4 The expert acts as an expert and not an arbitrator, must consider these Terms and the Schedule, and will give a written determination. Expert fees are shared equally unless the expert determines that a party acted unreasonably or manipulated the test.
22.5 Non-technical disputes are resolved in accordance with the governing law and forum in clause 27.3, unless the Guarantee Schedule specifies an alternative agreed by both parties.
23.1 Notices under the guarantee may be sent to the email addresses in the Schedule and are deemed received on the next business day absent a delivery failure.
23.2 The Schedule and these Terms may be signed electronically and in counterparts.
Neither party may assign the guarantee agreement without the other's consent, not to be unreasonably withheld or delayed. Either party may assign it to an affiliate, as part of a genuine reorganisation, or to a purchaser of the relevant business if the assignee assumes the obligations in writing.
If documents conflict, the following order applies:
26.1 The live webpage may change and is not incorporated dynamically.
26.2 The signed Schedule must attach or incorporate an immutable PDF copy of the applicable Terms and identify its version and effective date.
26.3 Amendments to a signed guarantee require written agreement by authorised representatives.
26.4 These Terms and the signed Schedule contain the entire agreement about the performance guarantee. Additional service, licence or engagement terms may be agreed separately in a Statement of Work.
27.1 If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary, and the remainder continues.
27.2 A failure or delay to enforce a right is not a waiver.
27.3 Governing law and forum. These Terms are governed by the laws of the Republic of Singapore. The courts of Singapore have exclusive jurisdiction, unless the Guarantee Schedule specifies an alternative jurisdiction or arbitration seat agreed by both parties.
These Terms are accepted through the signed Guarantee Schedule. No separate signature page is required if the Schedule identifies Version 2.0, states its effective date and attaches the immutable PDF.