One of digital media buying's core standards needs significant updating. Underscore Marketing's president discusses issues with the IAB/AAAA Terms & Conditions.

You can tell how well the digital advertising sector is doing by gauging how much time you spend with lawyers haggling over the irrelevant details of insertion orders.

I've jokingly heard the legal department at many media sales companies referred to as the "Business Prevention Department," especially at those companies where any sizable deal requires legal's ultimate approval.

Let's face it, arguing with lawyers about the details surrounding sequential liability or what constitutes an impression is a waste of time, mostly because the arguments on both sides have been fought and settled long ago. It's also a waste of time because most buyers and sellers have an understanding with respect to their expectations, and any details tend to be worked out in the context of a professional relationship.

That's not to say that caution ought to be thrown to the wind and buyers and sellers should trust one another on every detail, but it does mean that we ought to settle on standard terms we agree on -- once -- and then move on.

Until recently, we could rely on the "IAB/AAAA v2.0 Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less" to reliably solve most, if not all, of our standardization problems.

I say "until recently" because the Ts & Cs have remained fixed for several years while the institution of digital advertising has continued to evolve. The Ts & Cs need an overhaul.

Allow me to address just some of the specific issues that need attention:

• They don't address the issue of "DUCking," which is an acronym I just made up that stands for "Deluge Upon Cancellation." It refers to a publisher's tendency to crank up the number of delivery impressions after a buyer cancels a buy but before the actual ads come down off the site. It's done in an attempt to pull as much revenue as possible out of a canceled deal. It also causes problems for advertisers who want to pull out of a deal that is not working as expected, since sellers many times crank up the volume to fulfill the contract entirely, failing to pace the campaign appropriately.
  
  
• Speaking of campaign pacing, the Ts & Cs don't address erratic pacing much either. Buyers tend to expect even campaign pacing, such that a three-month campaign of 3,000,000 impressions will deliver roughly 1,000,000 impressions per month, and the campaign won't swing wildly from a few hundred impressions per day to a few hundred thousand. Even pacing makes it easier to optimize and to ensure delivery of what the advertiser paid for.
  
  
• The Ts & Cs don't use language that is particularly network-friendly. They refer to media buys as specific to a site, which can rub some networks and multi-site rollups the wrong way. With all the business that is conducted with networks these days, it's time to use a term that's more compatible with both content sites and networks.
  
  
• Speaking of networks, the aggregation of inventory across multiple sites has made it riskier for brand advertisers who want to stay out of risqué content that's not appropriate for their brand. Nothing in the Ts & Cs addresses content environment, and with the increase in online brand advertising, maybe it should. At a minimum, it needs to give the advertiser and agency the ability to cancel the deal if their ads are showing up in unintended places. The Ts & Cs protect media companies from ad materials that are inconsistent with their brand, but they don't work to protect the advertiser in that regard.

There are a lot more issues on both the buyer and seller side. I say it's time for an overhaul, for the sake of bringing the Ts & Cs up-to-date, and for getting renewed buy-in from both the buyer and seller.

Tom Hespos is the president of Underscore Marketing and blogs at Hespos.com. Read full bio.