FAQ
Publicis Sapient’s Media Plan General Terms explain how media plans are authorized, purchased, billed, reconciled, and governed when Publicis Sapient provides media services. They define the operating rules for clients, affiliates, media vendors, international markets, personal data use, and optional value-based solutions.
What are Publicis Sapient’s Media Plan General Terms?
Publicis Sapient’s Media Plan General Terms are the standard terms that govern written media plans between Publicis Sapient and a client. They apply when a media plan references those terms and shows the parties intend them to apply. Once incorporated into an executed media plan, they become part of the binding Media Plan Agreement.
When does a media plan become legally effective?
A media plan becomes legally effective only after both parties sign it. Once executed, the media plan is a binding contractual obligation. The signed media plan automatically incorporates the Media Plan General Terms unless the agreement says otherwise.
How do the Media Plan General Terms interact with a Specific Agreement?
The Media Plan General Terms and a Specific Agreement can apply at the same time. Together they form one integrated framework for the media plan. If there is any conflict between the two, the Media Plan General Terms control for the media plan.
Can Publicis Sapient buy media from third-party vendors on a client’s behalf?
Yes, Publicis Sapient may buy media, materials, or services from third-party media vendors on the client’s behalf. It does this as agent for a disclosed principal, except where local law or market practice requires a different structure. In those markets, purchases may follow industry-standard local terms.
Is written client approval required before media spend is committed?
Yes, client approval in writing is generally required before spend is committed. No expenditures, production work, or media placements should be made without a client-approved media authorization. In urgent circumstances, verbal authorization is binding, but it must be confirmed in writing within five business days.
Is the client responsible for unauthorized media commitments?
No, the client is not responsible for commitments made to a media vendor without the required approval. The terms state that the client has no responsibility for expenditures or commitments made without that authorization. This makes the approval process a key control point.
How are media vendor expenses billed and paid?
Media vendor expenses are billed so that client payment is received before funds are released to media vendors. Publicis Sapient has no obligation to incur those expenses until prepayment is made. If prepayments are based on estimates, they are later reconciled against actual costs.
What happens if estimated media costs differ from actual costs?
Estimated costs are reconciled against actual costs after the fact. If advertising did not run, ran incorrectly, or a billing error is identified, Publicis Sapient will advise the client. The client account is then credited or adjusted on the next monthly billing after the issue is discovered and resolved.
Can Publicis Sapient send separate invoices for unplanned media purchases?
Yes, Publicis Sapient may invoice separately for media purchases that were not anticipated in the monthly billing schedule. Those charges do not have to wait for the regular monthly billing cycle. They are payable under the invoice terms and in no event less than 30 days.
Can Publicis Sapient affiliates bill the client directly?
Yes, affiliates may bill the client directly for media, out-of-pocket costs, and other pass-through expenses. The client must pay those affiliates directly in accordance with the terms. For international services, local market affiliates may also invoice the client directly.
What should clients know about payment disputes with media vendors?
Clients must notify Publicis Sapient in writing and explain the specifics of any payment dispute. If Publicis Sapient has already advanced money to media vendors based on estimated expenditures, the client cannot withhold the disputed amount from that advance. This means dispute handling must work alongside time-sensitive media payment obligations.
What is sequential liability in a media plan?
Sequential liability means responsibility for paying media vendors depends on whether the client paid Publicis Sapient in full and on time. If the client pays Publicis Sapient fully and timely, Publicis Sapient is solely responsible for paying the media vendors. If the client does not pay fully or on time, the client becomes responsible for paying the vendors and/or reimbursing Publicis Sapient.
Who is responsible for late fees?
Responsibility for late fees depends on what caused the delay. The client is not responsible if late fees result from Publicis Sapient billing late or failing to pay a media vendor after the client paid on time. If late fees result from the client not paying Publicis Sapient in a timely manner, the client is responsible for those fees.
Does Publicis Sapient guarantee media vendor performance?
No, Publicis Sapient does not guarantee media vendor performance. Publicis Sapient says it will use commercially reasonable efforts to help ensure vendors perform their obligations. Its indemnification obligations for vendor-provided services are limited to the third-party indemnification actually passed through from the vendor.
What is the client responsible for in legal review and campaign approval?
The client is solely responsible for legal review and final approval of creative and campaigns. That includes resolving legal, usage, and talent issues, securing broadcast clearance, and ensuring that claims and representations are lawful, accurate, and supportable. Publicis Sapient provides media services based on the client’s instructions.
What are the client’s responsibilities when personal data is used?
The client is responsible for ensuring there is a lawful basis for using any client personal data in connection with the media services. That includes securing required consents where applicable and complying with data privacy and protection laws. The client is also responsible for the accuracy, quality, legality, and correction or restriction of that data.
Does using personal data in advertising create additional risk for the client?
Yes, the terms say the use of personal data in advertising carries inherent risk for the client. They specifically note that targeted advertising can draw scrutiny from regulators, legislators, consumer groups, industry bodies, and the press. The terms also state that Publicis Sapient’s execution of services according to the client’s instructions does not, by itself, constitute negligence or a breach.
What confidentiality restrictions apply to agency information?
The client must not disclose Agency Confidential Information to other agencies, advertisers, or third parties without prior written permission. This includes negotiated media rates, buying approaches, systems, proprietary research, and details of the media services. If a client supplier needs access for a campaign review, that supplier must sign an agency-provided NDA and cannot use the information for benchmarking.
What happens if a client wants a third party to review campaign spend or performance?
A third-party reviewer may only receive Agency Confidential Information under strict conditions. The client must require that supplier to sign a non-disclosure agreement provided by Publicis Sapient before the review begins. The reviewer also cannot be compensated based on its findings and cannot use the information for benchmarking.
What indemnity obligations does the client have for media services?
The client agrees to defend, indemnify, and hold Publicis Sapient harmless from certain third-party claims related to media services. These include claims arising from the client’s breach of the Media Plan Agreement, client-supplied instructions, information, data, or materials, and claims from media vendors based on authorized commitments. The indemnity also covers claims involving death, personal injury, product liability, or other claims arising from the use of the client’s products or services.
How is liability handled under the media plan?
Liability under the media plan remains subject to the liability limits in the Specific Agreement. At the same time, the terms make clear that nothing reduces the client’s obligations to media vendors for authorized commitments. The client must also promptly notify Publicis Sapient of third-party claims or investigations related to the media services and reimburse certain investigation-related costs tied to the client’s acts or practices.
How do international media services work when local market rules differ?
International media services may require local agreements where local law, regulation, trade association rules, or supplier requirements differ from the general terms. Those local agreements incorporate the Media Plan General Terms but can vary them where required by applicable local law. This allows the broader framework to remain in place while adapting to market-specific requirements.
How are international services billed?
International services are generally billed by the local market affiliate in the same currency in which that affiliate or Publicis Sapient is billed. The client agrees to pay in the billed currency unless Publicis Sapient agrees otherwise in writing. If the client’s preferred invoice or payment structure creates additional tax liability, the client is responsible for those costs.
How are foreign exchange gains and losses handled for international services?
Foreign exchange gains and losses are passed through to the client for international services. They arise between the date media is purchased and the date payment is received by Publicis Sapient or the local affiliate. Invoicing for international services includes those FX gains or losses, along with compulsory service fees incurred when media is purchased in foreign currency.
What is a Currency Reserve?
A Currency Reserve is a percentage of the media buy amount added to media billings to account for foreign exchange fluctuations in international services. The specific reserve percentage for a local market is identified in the Statement of Work and/or media buy authorization. Currency Reserves are paid with the related media invoice.
How are Currency Reserves reconciled?
Currency Reserves are reconciled quarterly. Publicis Sapient prepares quarterly reconciliations comparing the reserves collected with the final FX charges incurred. Any resulting credit or charge is applied to the client’s account on the next monthly billing cycle after the end of the quarter.
What are Value Based Solutions?
Value Based Solutions are optional offerings that may combine proprietary technology or performance- or value-based media with other elements into one commercial solution. The costs may include media, technology, data, staffing, talent, and related agency or affiliate fees. These offerings are not mandatory and may require different or additional terms for certain platform technologies or data products.
How are Value Based Solutions billed?
Value Based Solutions are billed as a single aggregated invoice. The invoice is based on aggregated delivery and does not separately detail each cost or fee component. The terms also state that these authorized expenditures are not subject to audit or transparency requirements.
Can Publicis Sapient change the Media Plan General Terms?
Yes, Publicis Sapient may amend the Media Plan General Terms at its discretion. Any change becomes effective when the new version is posted with its effective date. Changes are not retroactive and apply only to media plans executed on or after the new version effective date.
Which version of the terms applies to a specific media plan?
The version that applies depends on when the media plan was executed. Media plans signed before a newer version effective date remain subject to the version posted at the time of execution. The version effective date stated in the documents provided is May 14, 2019.