Insertion Orders and Media Contracts, Handled to Signature

The clauses that decide what a media contract is worth are not the rate. On a two million dollar annual portal commitment, the terms we most often change, being over-delivery treatment, the discrepancy threshold and which ad server bills, cancellation notice, and who may retarget the audience afterwards, have repeatedly been worth more than the rate concession the buyer went in chasing. The document set: Most Australian and international digital buys still sit on the IAB and 4A's Standard Terms and Conditions version 3.0 with the publisher's own addendum stapled to it, and the addendum is where the terms actually move. We read the addendum first. IAB Australia's local guidance differs on several points, particularly around measurement and audit, and publishers here will often accept the local position when asked and never volunteer it. Clauses we work on: Billing and discrepancy. Which party's ad server is the system of record and what tolerance triggers reconciliation. Ten percent is customary and it is negotiable downward on guaranteed placements. Make-goods. What the remedy is, in what window, on which inventory. A make-good delivered in January against a spring selling season commitment is not a remedy. Cancellation. Fourteen days for non-guaranteed and thirty for guaranteed is the standard position. Portals commonly open at sixty and will move. Over-delivery. Whether you are billed for it, credited for it, or neither. Data. Whether the publisher may build a segment from your campaign and resell it, and whether you may retain and reuse what their pixel observed. On property portals this clause is worth more than the media. Audit and reporting granularity. Placement level or site level, and how long the underlying data is retained. Privacy and consent: We check that audience terms are consistent with the Privacy Act 1988 and the Australian Privacy Principles as amended, and with your own consent notices, and we flag where a publisher's segment description implies a collection your privacy policy does not cover. This is a flag to your counsel, not advice. We are not lawyers and we say so in writing at the start of every engagement. How we work with your legal team: We mark up commercial terms and hand counsel a document with each change explained in one line: what it says now, what it should say, what it is worth, and what we would concede if pressed. Counsel decides the legal position. In our experience contracts get signed badly not because lawyers miss things but because nobody tells them which clause carries the money. Disclosure: If we sourced the deal this contract papers, we say so. If we have worked for the publisher on the other side within the last two years, we say so before taking the brief. We do not sign on your behalf under any circumstances and we do not hold or disburse your budget. Not included: Legal advice, drafting from a blank page, and dispute handling once a matter is genuinely contested and lawyers are corresponding. Nothing involving talent, sponsorship, production or influencer contracts. We work on media insertion orders, advertiser-to-publisher and advertiser-to-platform agreements, and the data schedules attached to them. Who this is not for: A buyer whose spend runs entirely through an agency holding the contracts in its own name. In that structure your counterparty is the agency, the publisher terms are not yours to change, and the honest first step is a disclosure conversation with the agency rather than this engagement. We will say that in the first call and not invoice you for finding it out.