• by Jim Meskauskas , June 3, 2004

Rules of engagement; best practices; sequential liability; impression counting... these are all things that those of us active in the industry have discussed, or have heard discussed, for a very long time. Years ago these and other issues were brought to the fore by attentive media nerds and seasoned publishers alike as necessary foundations for a stable and sustainable business. Without these issues being discussed, problems they raise being elucidated, and solutions to those problems being found, reliable protocol for conducting business would never really materialize.

So it was that, way back in the late 90s, agencies and publishers got together to established what has become the IAB/AAAA's Standard Terms & Conditions.

A little over 2 years ago, version 2.0 of this document was released to the online advertising community. Since then, its use has been anything but standard.

Trust me when I tell you, fingers on the hands of both agency and publisher have been pointed at one another across many a conference room, auditorium, and industry conference hall blaming each other for the lack of standardized adoption of the standard terms and conditions. The reasons that can be identified for the Ts & Cs not finding peace with publishers and agencies are many, but these reasons all break against the same reef: control.

Standardization in any business ultimately means that methods of operation, modes of conduct, and even the specifications of product eventually get fixed. Until that happens, pretty much anything goes. Those interests with an eye to the future of their continued and uninterrupted existence, when faced with impending standardization, buck for the formulation of standards that address the best strengths of those interests. This is certainly where standards for creative came from. Big and powerful publishers essentially proffered the ad units they already had in use as those against which standards would be set. Do you really think the 336x280 would be a "standard" unit if C|Net wasn't using it?

Think about it this way; the guy who made measuring sticks using the unit of "hands" rather than inches or feet didn't have much future in his business. If an agency or publisher can get what they do best standardized it gives them an amazing advantage as the industry evolves. For an extreme example of this, think operating systems to get a sense of where this could lead...

That said, some form of standardization is necessary for any industry to have its constituents operate efficiently and prosperously. Think about it; societies that have well established traditions of a rule of law tend to be more prosperous than those that do not. So it goes for businesses.

But the online advertising industry finds itself still between the potential arbitrariness resulting from posturing for pole position within the body of standards and the unavoidable practicality necessitating them. Acceptance of the Standard Terms & Conditions version 2.0 as the source document for everything agencies and publishers negotiate is essential for bringing calm and efficiency to the buying process. It must serve as the dip around which all other chips circulate. This means minimizing the number of addenda both publishers AND agencies tack on to their IOs. As I'd mentioned a few months ago in this space, I've spend significant time on conference calls with in-house counsel for major publishers who tack on two (count 'em, TWO) pages of addenda to the Standard Ts & Cs. I've heard similar stories from publishers who have had to contend with major agencies who do the same thing. That is no way to run a business and it is certainly no way to establish standard modus operandi. Tacking on pages of addenda to a standard contract is like having promiscuous sex to promote abstinence.

It is incumbent upon agencies as well as publishers to adhere to the same code of conduct and the same rules of engagement if we are to move out of the wild and into the city beyond the walls of Uruk (see "Epic of Gilgamesh" for elucidation of the reference: http://www.ancienttexts.org/library/mesopotamian/gilgamesh/).

Some argue that in order to have real standard terms and conditions, we need to settle on some of the issues I raised above. But this is like saying we should not establish a judicial system until we have rules of law: in the absence of either, one must be made real in order to have the other, whichever one that may be first.

A lot of progress was made regarding terms and conditions at the iMedia Summit last week. For the first time in a long time, hope and amity was evident on both sides. But it is going to take agencies as much as it is publishers to put the capstone on civilizing the society of online advertising.