- a Outdoor Media Owners, , Concessionaires henceforth referred as Media Owners
- b Specialist &Other Advertising Agencies, henceforth referred as Agencies
- c Advertisers, henceforth referred as Advertisers.
Exceptions: only the payment terms stated herein shall not be applicable to airport advertising concessions. For Airport displays, credit terms shall be decided separately. All other terms as defined here shall be applicable to them subject to airport security rules & processes which often prevent immediate or urgent action on display installations or maintenance and are beyond control of concessionaire.
This document defines the procedure that will be followed between the agency and media owner in connection with display of advertising by advertisers through their agencies on sites/properties owned by media owners.
A - RELEASE ORDERS
Release Order (RO) shall be the defining document for all transactions between Clients and Principals. Starting April 01, 2016, Clients shall issue Release Order (RO) governing each campaign to each of their Principals involved in the same, before the start date of the campaign or prior to the end of calendar month for the subsequent month in case of ongoing campaigns, specifying, inter alia, start date, end date, site particulars & site rates, subject to Clause A3 below.
- A1 If no such Release Order is issued, the Principal shall not be under any obligation to act on any campaign and display any site.
- A2Invoicing shall be based on the Release Order. Any other agreement relating to bulk discounts shall be executed separately between Principal and Client. Further, for the purpose of raising bills, only the start and end dates of booking as stated in RO shall be considered and delays if any, in providing material for the display shall not be taken into account. However, any delay on the part of the Principal shall be made good either by providing a pro rata extension or a suitable cash rebate, as Between Media Owners /Concessionaires(MO/C) (Principal) Specialist & Other Agencies (Agencies) (Clients) Between Media Owners/Concessionaires (MO/C)(Principal) Direct Client Advertisers (Clients) Between Specialist & Other Agencies (Agencies)(Principal)Advertisers. (Clients) Or Or 2 maybe agreed by and between the Principal and the Client, subject to Clause N(6) below. To further clarify, principal shall be obliged to comply with start and end date specified in the RO only; hence, if there is a delay in supplying material for display, the campaign shall be displayed only till the end date specified unless there is an extension negotiated and specified in a supplementary RO.
During the first 12 months of implementation of this SOP, while working towards the stage when RO’s
are released prior to start date of Campaign, the following shall be done:
- aAll ROs shall be released before the last date of campaign for all ongoing and new campaigns.
- bBefore start of campaigns, Agency shall email confirmation of campaign, specify start and end dates, duration, site details and site rates. Campaigns will be mounted only after receipt of this email.
- cInvoicing by Media Owners shall be based on RO received. In case ROs are not received by last date of campaign by a Media Owners, then subsequent bookings may not be honored and should be deemed to have been cancelled, requiring fresh bookings to be made with the Media Owners.
To authenticate emails sent by Agency to book a campaign and those sent by Media Owners confirming acceptance of the same, both parties shall exchange a list of authorized persons in their respective organizations so that disputes relating to lack of authority of signatory do not arise.
B - Once a display booking is received by way of RO, or in the interim, vide emailed confirmation, the Principal shall be responsible as follows:
To ensure timely display / correct display for the complete duration as stipulated in documents above, subject strictly to conditions specified in this SOP, including provisions for rectification / penalties for defective deliveries.
- B1 Once RO or emailed confirmation is received, it will be the Principal’s responsibility to ensure availability of the site i.e. ensure it does not violate conditions of extension for existing display if any or offer it to some other Client for whatever reason; subject to extension being for same client of the agency whose display has been going on.
- B2 To ensure compliance of Statutory Requirements;
- B3 To Keep the site safe and in a good tenable condition;
To provide proof of display as follows :
- B4(a) For Campaigns of 10 days : One set of photos on Start Date; One set of photos of Last Date
For campaign exceeding 10 days in Metro and P1 cities : As above + one set of photos taken
in the middle of each week the campaign is displayed.
- B4(c) Photographs with Newspapers to provide proof of date;
- B4(d) Photographs to be provided within 1 day in Metro Cities; within 2 days for Non-Metro cities
- B4(e) Invoices must have hard copies of photographs or as agreed between Clients and Principals
- B4(f) Metro cities are : Mumbai (along with Navi Mumbai & Thane); New Delhi (together with NCR), Bengaluru, Kolkata, Hyderabad, Chennai, Pune & Ahmedabad. P1 cities : all other State Capitals. P2 cities : all other cities, not included above, that have population in excess of 1 million as per 2011 Census.
- B4(g) One “Set” of photos shall consist of one day-time photo + one night photo for all lit media.
- B4(h) If any photograph is detected to be simulated / not genuine, the Principal submitting the same shall be liable for penal action as provided below for ‘defective service delivery’ including non-payment for site concerned.
- B4(i) Defaults and defaulters shall be subject to review by Review Committee of the Joint Working Council of IOAA and AAAI, and appropriate penalties ranging from payment deductions to embargo on business by all AAAI Agencies, may be imposed if found guilty of willfully manipulating photographs to show wrong dates or wrong locations, etc..
- B4(j)As a deterrent, Media Owners who willfully display campaigns, with mala fide intentions, on sites which are known to be illegal or take multiple confirmed bookings on same site resulting in either short display of confirmed campaigns, or, in Agency being penalized for wrongful use of site by concerned authorities, then such media Owner shall have to pay penalty amounting to 24 months’ rent of concerned site or Rs 50 lacs whichever is lower, to Agency & Advertiser that suffers from such event.
- B4(k)Media Owners whose sites may suffer a change of legal status from time to time, shall keep IOAA and concerned Agency informed about such change so that necessary action may be initiated to protect any campaign that may be displayed on such sites to prevent any adverse action on the Agency and Client by local authorities.
C - On similar basis the Client shall be responsible as follows :
- C1 To ensure issue of R.O./email before the start date of display of the Campaign and adhere to minimum campaign durations as specified ie start date and end date,
- C2 Provide advertising material / creative on time (i.e before 2 days of Start date or as may be mutually agreed between the parties) as required for the Campaign start date and follow all terms and conditions specified in the RO with Media Owners.
- C3 Ensure that Advertisement material is as per the Indian Advertising Standards and relevant legal provisions for their content and quality of substrate material;
- C4 Notify the Principal about defect in display, if any, within time specified herein.
- C5 Make prompt and full payment of the invoices within the credit period specified herein, subject to rectification of defects, if any, as provided below.
- C6 Cancellation or Extensions of campaign shall be strictly subject to Grid annexed.
D - Determining Contract
- D1 The Release Order shall constitute the determining documentation that shall govern all invoicing and subsequent credit/debit notes and acceptance of adjustments for input credits if any.
E - Completion of Service Delivery
- E1 For MO/C : date of submission of proof of display with photograph of Last Day of Campaign as specified in R.O.
- E2 For Agencies : date of submission of final proof of delivery of entire campaign to Client.
F - Invoices shall be raised as follows :
- F1 By Media Owners to Agencies
- F1(a) For campaigns up to 30 days in Metros/P1/P2 cities and those conducted through MO/Cs who are Members of IOAA, to be delivered within 7 days of Completion of service delivery i.e. last date of display along with proof of delivery as above;
- F1(b) For long term contracts in excess of 30 days in Metros/P1/P2 cities and conducted through MO/Cs who are Members of IOAA, to be delivered within 7 days of end of the calendar month of display & within 7 days of completion of last date of display if the same is not the end of calendar month;
- F1(c) For all upcountry markets, that is locations other than above, bills as above to be delivered within 15 days of last date of display or by 15th of the month for previous month.
- F2 By Agencies to Clients:
- Same as above, but to be delivered within 14 days of completion of service delivery i.e. last date of display, along with proof of delivery as above for all campaigns in Metros/P1/P2 cities and conducted through Members of IOAA.
- For all campaigns in other locations, bills may be submitted separately, within 25 days of end of campaign display date.
G - Payment Credit Period
- G1 Agencies shall be responsible for payments to MO/Cs, to whom they have issued ROs, by ensuring that they receive timely corresponding payments from their clients in order to comply with Service Tax Rules for availing CENVAT. Delays in collecting payments from end clients will not justify delays in clearing the invoices of MO/Cs by the Agencies.
- G2 All payments are to be made by Agencies to MEDIA OWNER within 90 days from last date of month in which campaign is displayed, except in case of advertisements at airports, where the period above is 60 days instead of 90 days.
- G3 Defaults and defaulters shall be subject to penalty as decided by the IOAA/AAAI Working Group.
- G4 A defaulting Agency shall be required to report a defaulting Client, if the Client is the sole cause for the default committed by the Agency. In such a case, the CRC will deal with the defaulting Client on the same lines as if the Client was an Agency.
- G5 In cases of delay in delivery of Bills by MO/Cs to Agency beyond periods specified in Clause F above, the credit period shall stand extended by the number of days of delay and be moved into the next credit period
- G6 Treatment of payment liability, in case of defaults, shall be subject to sequential liability ie Advertiser payment to Agency to Media Owners, for list of Advertisers identified as “A List” jointly by
representatives of IOAA and AAAI. In all other cases, responsibility for payments as per credit terms
defined herein lie with Agencies. However, all efforts shall be made by both Media Owners and
Agencies to have Advertisers recognize and adhere to payment credit terms as embodied here so that
payments by Advertisers to Agencies and by Agencies to Media Owners do not strain any stakeholder.
However, the basic policy that all Advertisers, including those in “A List”, shall need to pay for their
campaigns within the credit period specified in this document, or as defined from time to time, remains
supreme. The above provision for sequential liability applies only in the event of payment delay by “A
Criteria for selection of “A List” Advertisers:
- a) Large user of OOH medium
- b) Advertiser of long standing with no record of prior default or delayed Payment to Media
- c) Financial rating of Good or Excellent Financial Standing.
It is further noted that delay in payments by “A-List” clients are not to be simply condoned and each such case of delay must be reported to the Joint Working Group, or such other Committee appointed by the JWG to oversee credit violation matters, with necessary steps being taken including downgrading status from “A” to “B List” after two instances of delayed payments.
H - Dispute Resolution
- H1 All disputes are to be recorded within 10 working days of receipt of invoice by Agency beyond which same will not be accepted and full invoice value shall be treated as payable to Media Owner, subject to Clause H2.
- H2 Similarly, Client must record disputes if any within 7 working days of receipt of invoice from Agency.
I - Display Period & Extensions
- I1 Minimum display period shall be 10 days.
- I2 Beyond the minimum display period, bookings shall be for 15, 20, 25 or 30 days or additional period in multiples of 5 days only.
- I3 Extensions shall be only in multiples of 5 days subject to availability.
- I4 There shall be no automatic extensions for bookings of 10 / 15 / 20 / 25 days and extensions if any desired shall be purely subject to availability only.
- I5 Extension will be as per extension grid.
J - Details of Defective Delivery and Redress for same
- J1 In cases where any defect does not affect the overall visibility of the display creative, does not distort the overall message of the advertisement and does not affect the logo and other branding elements of the client, and these are rectified within 2 days of being noticed by the MEDIA OWNER or being informed by the Agency or Client, the Agency / Client will not deduct any charges from the amounts billed by the Media Owners;
- J2 For defects that may be termed as “Major” being those with severe mounting defects or lights being inoperative or partially or l display being mutilated/torn/damaged/covered/ hidden from normal view, the MEDIA OWNER shall be obliged to provide alternate display site(acceptable to Agency) or forego full daily value of the site for period that the Major Defect continues, Any dispute in this connection shall be resolved by referring the matter to the JWG.
- J3 For display mounted on site not approved by the client, i.e. for wrong display, no payment can be claimed by the Principal unless the wrongly display site is approved by the client as an alternative to the original site selected by the Client which needs to be recorded.
- J4 In case where the display provided is less than the agreed period, i.e. for short display the Client shall have the option to deduct charges on pro rata basis if the said short display does not exceed 75% of the display period. Where the short display exceeds 75% of the agreed period, the Client will be well within his right to refuse any payment for the said site.
- J5 Except for legal/political disruption/force majeure clauses, as defined below, under no circumstances shall the MOC/Cs remove or replace the display with any other display on his site or try and give alternate sites. Should that so happen, MOC/Cs shall be liable to pay an amount equivalent to the PO value as damages.
- J6 In case where a hoarding has to be removed by the Principal during the course of the campaign, owing to content related or force majeure issues, the Client will be liable to pay for the duration of display or a period of 10days which is ever is higher.
- J7 In case of theft of the display material or damage to the same on account of natural causes, a pro rata deduction for the period of non display will be allowed by the Principal who will also bear cost of re-mounting the display, for which fresh material needs to be supplied by Client / Agency.
- J8 The Client will not claim any deduction/compensation where lack of illumination is on account of issues related to power supply. In such case MO/C’s should charge for the site only as non-lit site for the duration of non-availability of illumination.
- J9(a) Force Majeure : any disruption due to natural calamities like thunderstorms, nor’westers, dust storms, high wind velocities or gale conditions, heavy rains, floods, lightning, earthquakes, fire, riots, malicious damage and similar circumstances completely outside the control of MO/C and/or the Agency.
- J9(b) Political Disruption refers to posters or placement of printed display of political nature on top of or in place of campaign display or removal of campaign display due to any political issue or at time of Elections.
- J9(c) Legal Cause : site being declared as illegal due to circumstances other than licensing issues or payment of taxes & other dues by statutory authorities without prior notice.
- J10 In case where the Principal fails to submit the bill in time, as more specifically stated in clause (1) hereinabove, the Client shall be at liberty to treat such booking undertaken by the Principal, as a disputed display and process the rest of the bills pertaining to the campaign for release of payment and take up payment of such delayed bills at a later period.
K - Other Details
- K1 In case where an Advertiser replaces an existing Media Agency with a new Media Agency, it will be the responsibility of the incoming Agency to request and obtain a “ NOC” from the incumbent Agency, before accepting to work with the said Client. The NOC above must also state that no dues of any MEDIA OWNER whose sites have been utilized are pending, with exception of disputed bills whose list and details of dispute shall be provided and period within which same shall be cleared also stated.
- K2(a) While IOAA Members have all rights to promote their media directly to any advertiser, where there is an AOR arrangement and an agency or group of agencies is empaneled, either as an AOR or as a formal assignment/empanelment of the OOH business of the Client between the Advertiser and the Agency, and identified as such by the Advertiser to the Agency, the IOAA Member shall not petition nor request business directly, nor offer Advertiser lower rates or special benefits undermining the role of the Agency. In case of any dispute, the matter will be referred to the JWC of IOAA & AAAI for a final decision.
- K2(b) If the Client desires that the outdoor media be bought directly without the Agency’s involvement, and makes it know to both parties in writing, then the Client’s wish will prevail. In case of any dispute, the matter will be referred to the JWC of IOAA & AAAI for a final decision.
- K3 Agencies may insist on execution of a Non-Disclosure and Confidentiality Agreement with MEDIA OWNERs, which should be complied with strictly.
- K4 MO/C needs to necessarily take 3rd party insurance cover for any damage due to display structure to any third party and indemnify agencies / clients from any claim in this regard.
- K5 MO/Cs to indemnify Agency / Client regarding legality of sites and structures and any fines or charges levied on the Agencies / Clients by any statutory authority.
- K6 It must be noted that IOAA shall never support or defend any act of misrepresentation or suppression of facts or any act of willful / blatant cheating or bad faith or fraud being committed by any of its Members. Such acts shall cause action to be taken by IOAA against such Member, after due consideration of the case from all sides, which can range from fines and damages to be paid to blacklisting, removal from membership and embargo from further transaction with other members of IOAA and informing public in general about the same.