• by Tom Hespos , April 26, 2005

The hubbub over standard terms and conditions seems like ancient history. For some time now, we've had a common ground on which agencies and sellers can both stand, known as the IAB/AAAA Terms and Conditions Version 2.0.

The standardization of these Ts and Cs did not come without controversy. Many sellers weren't particularly enamored with sequential liability, but at the same time, many buyers weren't happy with the cancellation clause. But what was important was that common ground did exist and that the standard Ts and Cs streamlined what often was a long and painful negotiation process over the rules governing online media buys.

What I'm finding in recent negotiations with sellers is that this common ground seems to be evaporating under our feet. At the beginning stages of several recent request for proposals (RFPs), I found that certain sellers were willing to agree to the IAB terms and conditions, but as the process moved from client approval to the actual signing of insertion orders, sellers tried to introduce non-standard, last-minute conditions into the deal.

I'll be the first to admit that no one-size-fits-all document can cover every contingency of every media buy. But when the agency has gone out of its way to set expectations for the terms and conditions governing the deal, letting sellers know the IAB Ts and Cs apply right in the RFP, it's frustrating to have last-minute issues come up.

Among the issues encountered in recent weeks:

" Disputes over the length of time needed for notice of cancellation " Conflicts over payment terms " Compliance with a special policy concerning linking to data collection forms " Compliance with a special policy concerning surveys and brand studies " Disagreements over whether or not a campaign should automatically renew after a period of time " Lack of clarity regarding informing the agency of changes in availability of proposed inventory

Some of these issues are directly addressed by the IAB Ts and Cs. Others are more open to interpretation.

I wouldn't presume to believe that a standard terms and conditions document would take all the work out of aligning the expectations shared by buyer and seller. But some of the issues I've outlined above are basic issues that should be fairly straightforward if the IAB document is the prevailing document concerning the deal. And wasn't this document created to streamline the process of setting buyer and seller expectations? On some days, I feel that certain sellers are deviating from the norm to the extent that we might as well return to the Wild West of negotiating unique contracts for every ad deal.

In informally discussing this with buyers from other agencies, I'm finding my experience isn't unique. I'm hearing anecdotes about buyers referring sellers to the Ts and Cs document, only to be told that the seller has some unique policies or set of circumstances that require deviating from the standard.

My fear is that the common ground that buyers and sellers have agreed upon may be eroding under our feet. After all, what good is a standard if a significant number of sellers require deviation from it?

Just to be clear, I don't think the IAB is at fault here. The Ts and Cs document is a good document that makes sense. I blame sellers who want to change expectations after their own organization of record worked so hard to establish them.