What should you check in connected TV advertising commercial contracts?

What to take away

What to take away

1. Confirm the inventory rights

Ask which entity holds the right to sell the slot, and on what basis. A managed service agreement, an insertion order and a platform's own terms may each grant different rights over the same impression.

For an agency appointment, consider the ISBA/IPA Media Services Framework as a starting point for agency terms. It does not replace an insertion order specifying the campaign's inventory, delivery and fees.

Get the answer in the contract, not in a slide. If a reseller sits in the chain, name it and set out what happens if its upstream deal ends mid-campaign.

Ask for an audit right, so you can check delivery logs against invoices. Where a seller refuses, treat that as a pricing question rather than a paperwork one.

2. Set brand safety and suitability standards

Streaming inventory is not uniform. A family film, a live sports stream and user-uploaded content carry different risks.

Write the standard you expect into the schedule, including categories to exclude and how a breach is reported. Gracenote's contextual video data tools show how programme-level metadata can classify content before delivery.

Attach the advertiser's exclusion list as a contract schedule and state the content categories or taxonomy used to apply it. If Gracenote data informs suitability decisions, specify how those classifications are checked and what happens when they conflict with the agreed exclusions.

Set a review point partway through the campaign. Content libraries change, and a category you excluded in month one may appear in month three.

3. Agree measurement and reporting duties

Decide which metrics govern the deal, who reports them and how often. If completion rates or reach figures trigger payments or makegoods, fix the definition and source.

State the reconciliation window and the remedy if delivery falls short.

Name the source of truth. For broadcaster video on demand, specify whether the agreed audience currency is BARB (the Broadcasters' Audience Research Board). If independent measurement or verification is used, name the provider, such as Nielsen or Comscore, define the metric and methodology, and state which dataset governs invoice reconciliation.

4. Pin down fees and transparency

Separate media cost from technology, data and management fees. Require a schedule showing each fee's amount or rate, calculation basis and billing trigger, including any minimum commitment and any verification or measurement charge. Check whether a fee is a percentage of spend rather than a fixed sum.

For the regulatory backdrop, see this UK regulations overview. In the contract, specify which party is responsible for any applicable disclosure requirements and how changes to them are handled.

Payment terms matter as much as rates. Check invoicing currency, credit terms and whether technology fees are billed separately from media.

5. Cover data, privacy and ownership

Under the UK GDPR, document each party's role, such as controller, joint controller or processor, and the lawful basis for relevant processing. The Information Commissioner's Office (ICO) is the UK's data protection regulator. Where one party processes personal data on another's behalf, include the processor terms required by UK GDPR Article 28.

Confirm who owns campaign insights and whether the buyer can take aggregated reporting elsewhere after the term.

Name any sub-processors and the countries where data is handled. For restricted transfers outside the UK, specify the safeguard used, such as the UK International Data Transfer Agreement (IDTA) or the UK Addendum to the EU Standard Contractual Clauses, as applicable.

6. Write the exit before you start

Termination rights, notice periods and wind-down costs belong in the first draft. Ask what happens to booked inventory if you pause, and whether unused budget is refundable.

Check auto-renewal and price review clauses. A rolling renewal can lock budget you meant to move.

Define what counts as material breach, and how long the other side has to fix it. Vague wording favours the party with the lawyers.

7. Choose partners with the right paperwork

Agencies, platform sales houses and specialists all sell UK streaming inventory. Thinkbox's guidance on choosing an agency or partner for TV advertising sets out the questions to ask before appointing anyone.

Treat partner selection and contract review as one exercise.

Ask which entity signs: the agency, the sales house or the platform.

8. Set liability and dispute terms

Specify the liability cap, whether it applies per claim or in aggregate, any exclusions and any agreed carve-outs. Set out each party's indemnities and warranties, including the process and remedy if a warranty proves inaccurate or a third-party claim arises.

Name the governing law and jurisdiction, then set out the dispute process, including escalation and what happens if the parties cannot resolve the issue. Identify which document takes precedence if the insertion order, managed service agreement and platform terms conflict.

Decision table

Common questions

Do I need a lawyer to review a connected TV contract?

For anything material, yes. These agreements mix media, technology and data terms, so a qualified adviser should check the drafting against your own facts.

Does UK advertising regulation apply to the contract itself?

The CAP Code and the Video Sharing Platform Code of Practice shape what may run. The ASA administers the CAP Code, while Ofcom oversees the UK video-sharing platform regime.

Can I change terms after the campaign starts?

Only if the contract allows it. Change control clauses, rate cards and notice periods decide what can move mid-flight.

What if the platform changes its ad formats?

Google's documentation on video ad formats shows how connected TV options evolve. Include a clause covering material format changes and your right to adjust or exit.