• by Tom Hespos , April 4, 2006

We're well overdue for the interactive ad industry's equivalent of the Strategic Arms Limitation talks. Ad buying is once again starting to get too cumbersome.

During the dot-com boom, if you recall, a common complaint advertisers made about spending money online was that it took too long and that the process was too much of a headache. Imagine that--the medium that promised to remake business as we knew it had a buying process that was so riddled with land mines that advertisers complained that doing a TV buy was faster and easier. Almost everyone in the business agreed that we needed to make some changes to make ad buys standard so that everybody on both sides of the table had similar expectations, and so that ad contracts wouldn't end up in legal department limbo indefinitely.

One of the things we did then was to come to the table and work out an agreement on standard terms and conditions for online ad buys. Some compromises were made begrudgingly, but at the end of the process, we had the IAB/AAAA Standard Terms and Conditions that, presumably, buyers and sellers could agree to.

Most agencies agreed to the terms and conditions in this document. While it's true that some buyers and some sellers altered the terms of the agreement by adding their own addenda to the Ts&Cs 2.0 document, by and large most buyers and sellers adhered to the document.

That is, until the market turned around and Dot-Com Boom Part II came upon us.

We're right back to the old Wild West days, with sellers often insisting on their own contracts. Typically, these contracts depart from the standard Ts&Cs in the following manner:

• Removing the sequential liability for payment and replacing it with "jointly and severally liable" language long preferred by sellers.
• Taking away responsibility for pacing campaigns evenly.
• Making contracts subject to seller-specific guidelines that are fluid in that they can change from time to time, at the whim of the seller.
• Reserving the right for sellers to use the advertiser's campaign in sales presentations.
• Making media buys non-cancelable.

We've recently seen a number of strange addenda inserted into standard Ts&Cs--addenda that slow down the buying process and make things more complicated. Didn't we agree to standards terms and conditions precisely because we wanted to keep things simple and streamlined?

I'm sure sellers will respond that there are plenty of agencies that altered the original Ts&Cs document, but there are also a large number of agencies that stuck to the rules and supported the IAB/AAAA Ts&Cs during the down market. I fail to see why these folks should have to contend with this nonsense when they've been playing by the rules all along.

Of course, as agencies, we could go another round with sellers and come up with yet another Ts&Cs document, but that doesn't make much sense. If both sides have to come to the table every time the market heats up or slows down, what's the purpose of having a standard to begin with?

I'd urge all buyers and sellers who are using non-standard terms and conditions to consider the lasting effects their actions will have on this industry. I'd also urge folks who are fed up with this Wild West baloney to start naming names (preferably in the comments of the Spin Blog, so that everyone can see who the offenders are).

We've come too far to throw caution to the wind. Let's wake up before it's too late.