DoohDeal Platform Terms

Part A. General terms (every organization)

1. Who we are and who these Terms are for

1.1 These Terms are a contract between DoohDeal (operator details to be completed by the founders) ("DoohDeal", "we") and the organization that accepts them ("you").

1.2 The Platform is for businesses only. By accepting, you confirm that you act in the course of your trade, business or profession and not as a consumer.

1.3 Your contract with us consists of these Terms, your Fee Schedule and, where it applies, the Data Processing Agreement. If they conflict, your Fee Schedule wins on rates and fees, the Data Processing Agreement wins on personal data, and these Terms win on everything else.

1.4 Part A applies to everyone. Part B applies to Publishers. Part C applies to Buyers. An organization that acts in both roles is bound by both parts in the matching role.

2. Definitions

• Platform: the DoohDeal website, applications, interfaces (API, MCP, agent endpoints) and the Media Player.
• Organization: a business with an account on the Platform. User: a person acting for an Organization.
• Publisher: an Organization that offers advertising inventory (screens or panels).
• Buyer: an Organization that buys inventory, such as an agency, an advertiser or a DSP.
• Deal Room: the place on the Platform where a Buyer and a Publisher negotiate one Deal.
• Offer: a numbered proposal in a Deal Room, with lines, prices, currency, dates and a total.
• Deal: what a Buyer and a Publisher have agreed. Deal Terms: the content of that agreement as recorded on the Platform.
• Line: one agreed item of a Deal (for example a flight or a set of panels) with its price.
• Direct Buy, Direct IO, Classic OOH, Managed Campaign, Exchange: the routes described in clause 3.2.
• Play: one recorded showing of an ad on a screen on the Direct Buy or Managed route.
• Audience per Play: the Publisher's figure for how many people see one Play on a screen.
• Fee Schedule: the document setting your organization's rates, accepted by you.

3. What the Platform does

3.1 Publishers list inventory. Buyers plan campaigns and find inventory. Buyers and Publishers negotiate in Deal Rooms. On the Direct Buy route the Platform also serves the ads, records Plays and handles invoicing and payouts.

3.2 A Deal runs on one of these routes:

Route	What it is	Who delivers	Who invoices the Buyer	What DoohDeal earns
Direct Buy	Digital screens with the Media Player installed	Platform serves to the Publisher's screens	DoohDeal, monthly	Commission per Play, taken from the Publisher's share
Direct IO	Digital deal signed as an insertion order in the Deal Room	Publisher, off-platform	Publisher	Success fee, invoiced to the Publisher
Classic OOH	Printed panels, signed in the Deal Room	Publisher, off-platform	Publisher	Success fee, invoiced to the Publisher
Managed Campaign	Publisher runs a campaign for its own customer on the Platform	Platform serves to the Publisher's screens	Publisher, outside the Platform	Flat fee per 1,000 delivered impressions, invoiced to the Publisher
Exchange	A DSP buys screens the Publisher has opened to programmatic sale	Platform serves to the Publisher's screens	DoohDeal invoices the DSP	Commission on the cleared price, taken from the Publisher's share

A Publisher opens this route on the Platform, by turning on programmatic sale for a screen and enabling a DSP or the open exchange. The commission is set in its Fee Schedule.

3.3 We do not promise that any inventory is available, that any Offer will be accepted, or that any campaign reaches a given result. The inventory data on the Platform comes from Publishers.

3.4 On the Direct Buy route the Buyer and the Publisher negotiate the Deal with each other. We issue every Buyer invoice in our own name, receive the payment and pay the Publisher afterwards. On the Exchange route we invoice the DSP and pay the Publisher afterwards. On Direct IO, Classic OOH and Managed Campaigns we take no part in the payment for the media.

4. Accepting these Terms

4.1 You accept these Terms by ticking a box at sign-up, or by clicking to accept when the Platform asks you to. The person who clicks confirms that they may bind the Organization.

4.2 Each acceptance is recorded with the User, the Organization, the document, its version and the time.

4.3 An owner or admin accepts your Fee Schedule and the Data Processing Agreement for your Organization. These acceptances are recorded the same way.

5. Changes to these Terms

5.1 If we change these Terms, we publish a new version with a new number.

5.2 At your next login after that, we ask you to accept the new version.

5.3 Silence is not acceptance. Using the Platform without clicking does not count as accepting.

5.4 An agreed Deal stays under the version of these Terms that applied when it was agreed.

6. Accounts, Users and authority

6.1 You must give correct information and keep it up to date. You are responsible for your Users and for keeping credentials and keys safe.

6.2 Every action by your Users binds your Organization. On a Buyer account any member may send Offers and commit to a Deal, and each such step is recorded with who and when.

6.3 Your owners and admins manage your members and billing details.

7. AI features and agents

7.1 The Platform includes AI features, such as reading a campaign brief or suggesting a plan. AI output can be wrong, so you must check it before you rely on it. The separate AI processing consent is requested from each User before their first use.

7.2 If you switch on the Publisher autopilot, or give an agent or integration a key, everything it does within the limits you set counts as your own act and binds you.

7.3 An order placed by a Buyer's AI agent is changed only through that agent. People on the Buyer's side cannot edit such an order in the Platform or answer a counter on it.

8. How a Deal is made

8.1 An Offer shows its Lines, prices, currency, dates and total.

8.2 Direct Buy. A Deal is made when both the Buyer and the Publisher have accepted it on the Platform.

8.3 Direct IO and Classic OOH. A Deal is made when both parties have signed the insertion order on the Platform.

8.4 A Buyer may agree a price below the List CPM. The agreed price is what is served and billed.

8.5 Before anyone accepts or signs, the Deal shows the Publisher's date-move setting and cancellation fee. They are frozen into the Deal at the first acceptance or signature. A later change to a setting affects new Deals only.

9. Changing or ending an agreed Deal

9.1 Direct IO and Classic OOH. Either party may request to re-open a Deal. It opens for amendment only when the other party accepts. A request lapses after 7 days and an open amendment after 30 days. The current Deal keeps running on its existing terms until both parties accept and sign the amendment. An amendment that changes the agreed value also changes the success fee, as set out in Part B, clause P3.

9.2 The Buyer may pause, resume or cancel a live Direct Buy without the Publisher's agreement. Pausing stops serving within one slot. The Publisher's seats are notified. Part C, clause B8 sets out what the Buyer still owes. A pause that lasts longer than 30 days counts as cancelling.

9.3 The Publisher may take single locations out of a flight at once, for example after a complaint about an ad. The Publisher cannot pause, resume or cancel the Buyer's campaign.

9.4 A Direct IO or Classic OOH Deal that both parties have signed is cancelled by agreement of both. If the Buyer wants to leave without the Publisher's agreement, it may do so by paying the Publisher's cancellation fee, as stated in the Deal. If the Deal has no cancellation fee, the Buyer needs the Publisher's agreement. The Publisher cannot leave a both-signed Deal alone: it needs the Buyer's agreement, and clause 9.3 still lets it take out single locations. A Deal not yet signed by both can be cancelled by the Buyer alone.

9.5 A Publisher may let Buyers move the dates of a Direct Buy without asking. See Part B, clause P5.

10. Plays and records

10.1 On Direct Buy and Managed Campaigns, Plays are recorded by the Media Player and the Platform.

10.2 The Platform's records are the basis for billing and payouts. You can see them in the Platform. You may always prove that a record is wrong.

11. Ad content

11.1 The Buyer is responsible for its ads and must hold all rights to them. Ads must comply with the law in every place they are shown and with the Publisher's content rules.

11.2 The Publisher may refuse an ad, and may take locations out of a flight as set out in clause 9.3. We may remove content that is unlawful or that breaches these Terms.

11.3 You can report unlawful content to hello@doohdeal.com.

12. Confidentiality

12.1 Each party keeps the other's non-public business information confidential, including rates, Fee Schedules and Deal Terms, and uses it only for the purposes of these Terms.

12.2 This does not cover information that is public, that was already known, or that must be disclosed by law. Professional advisers and auditors may see it under a duty of secrecy.

13. Personal data

13.1 Our privacy policy says how we handle personal data as a controller.

13.2 Where we process personal data on your behalf, the Data Processing Agreement applies.

14. Intellectual property

14.1 You keep all rights in your content. You give us the rights we need to run the Platform for you, including showing inventory data to other Organizations, passing ads to Publishers and serving them.

14.2 We keep all rights in the Platform. You receive a non-exclusive, non-transferable right to use it for the term of these Terms.

15. Plans, fees, invoices and tax

15.1 The Platform has subscription plans for Buyers and for Publishers. Plan prices are shown on the pricing page. Subscription billing is not switched on at this time.

15.2 No plan is required to reach a Deal. Listing, Offers, Deal Rooms, serving and payouts are never behind a plan. Limits on Deal Rooms exist only to prevent abuse. AI features are limited only by your Organization's AI budget.

15.3 Commission and fees are set in your Fee Schedule. When your rates change, your Fee Schedule gets a new version and we ask you to accept it.

15.4 All amounts exclude tax. We add VAT where it is due.

15.5 A Deal is in the currency of the Publisher's screens, unless the parties use a buyer-currency option offered by the Platform. Amounts are never converted without showing the rate and its date.

16. Availability and support

16.1 We work to keep the Platform available, but we do not promise any particular availability. We may interrupt it for maintenance and, where we can, we announce this first.

16.2 We may change features. We will not remove a feature in a way that stops a live Deal from being performed.

17. Your promises

You promise that your information is correct, that you have the right to offer or buy what you offer or buy, and that you will not misuse the Platform, get around it to avoid fees for a Deal started on it, or attack its security.

18. Liability

18.1 We are liable without limit for intent and gross negligence, for injury to life, body or health, under any guarantee we gave, and where mandatory law requires it, such as product liability law.

18.2 For slight negligence we are liable only if we breach an obligation that is essential for the contract and on which you may normally rely. Our liability is then limited to the foreseeable damage typical for this kind of contract.

18.3 Any other liability for slight negligence is excluded.

18.4 For lost data we are liable only for the cost of restoring it from the backups you could reasonably be expected to keep.

19. Suspension

19.1 We may suspend your access, wholly or in part, if you breach these Terms in a serious way, if you do not pay, if your account is a security risk or if the law requires it. We tell you the reason, and we limit the suspension to what is needed where we can.

19.2 Non-payment by a Buyer follows Part C, clause B6.

20. Term and ending the contract

20.1 These Terms apply from acceptance until ended.

20.2 Either party may end them with 30 days' notice in text form. Either party may end them at once for good cause.

20.3 Deals already agreed are finished under their terms, unless the Deal itself is cancelled. Amounts already owed stay owed.

21. General

21.1 Notices may be sent by email or through the Platform.

21.2 You may not transfer this contract without our agreement. We may transfer it to a group company or a successor.

21.3 If a clause is invalid, the rest stays in force.

21.4 The English text prevails over any translation.

Part B. Publishers

P1. Your listings

P1.1 You must have the right to sell everything you list, and you must keep your inventory data correct. This covers prices, currency, operating hours, loop length, audience per Play, location and any restrictions.

P1.2 We cannot check your figures. You are responsible for them.

P1.3 A screen cannot be listed in a currency until your Fee Schedule has a managed fee and a room minimum for that currency.

P1.4 You choose whether external AI agents and other outside callers can see your inventory. If you say no, it stays hidden from them.

P2. Performing a Deal

P2.1 Direct Buy and Managed. You must keep the Media Player running on the listed screens. Direct Buy requires a screen with the Media Player installed. Buyers pay only for what is played, so you are paid only for delivered Plays.

P2.2 Direct IO and Classic OOH. You perform the Deal yourself. You upload proof of posting to the Deal Room.

P2.3 Managed Campaigns. You contract with and invoice your own customer. We do not collect that customer's money.

P3. What you pay us

P3.1 Commission on Direct Buy and the Exchange. We take commission at your Fee Schedule rate: per Play on Direct Buy, on the cleared price on the Exchange. It is deducted from your share.

P3.2 Success fee on Direct IO and Classic OOH. You pay a success fee of your Fee Schedule percentage on the value in the Deal Terms, with a minimum per Deal. It falls due when both parties have signed. We invoice you for it.

P3.3 The value the fee is based on moves only by a signed amendment. If an amendment raises the value, we invoice the difference. If it lowers the value, we credit the difference. The minimum in force at signing stays in force.

P3.4 Managed Campaigns. You pay a flat fee per 1,000 delivered impressions, invoiced monthly.

P4. Payouts on Direct Buy

P4.1 You are paid after the Buyer has paid. When an invoice is paid in full, each of its lines pays its Publisher. If the Buyer does not pay, you are not paid for that invoice.

P4.2 You are paid in the screen's currency, through Stripe Connect or by bank transfer, depending on your account. Payouts by bank transfer are made monthly and may have a minimum amount. A balance below the minimum carries over. The Stripe rail has no minimum.

P4.3 Your statement shows what was billed, our commission and what you were paid.

P4.4 If a Buyer's invoice is refunded, credited or lost in a dispute, your share of it falls by the same proportion.

P4.5 You must give us correct tax and bank details.

P5. Moving dates

P5.1 You may set whether a Buyer can move dates without asking, and by how many days. The default is off.

P5.2 If it is on, a Buyer may move a Direct Buy's dates within the limit if the total value stays the same and the Platform's estimator confirms delivery. The limit counts from the dates agreed in the Deal, so repeated moves cannot go past it. You are told when this happens.

P5.3 Everything else needs your agreement. That covers Direct IO, Classic OOH and any move beyond the limit. A cut in value always needs your agreement.

P6. Your cancellation fee

P6.1 You may set a cancellation fee: on or off, a percentage, and the number of days before the start from which it applies.

P6.2 On a Direct Buy the percentage applies to the unspent agreed value, once Plays reported after the cancellation are in. On Direct IO and Classic OOH it applies to the signed value, because the delivery of those Deals is not recorded on the Platform. You may set a lower percentage for Direct IO and Classic OOH.

P6.3 We take commission on a cancellation fee at your commission rate for that Deal, once. On a Direct Buy it is deducted from your share. On Direct IO and Classic OOH what you keep includes the fee, so the success fee already covers it and no second commission applies.

Part C. Buyers and agencies

B1. Before you can buy

B1.1 To book paid delivery you must complete your billing details, including your VAT number where you have one. We check it.

B1.2 We set a credit limit and payment terms for your Organization. Your open exposure cannot go above the limit. A booking that would go above it is refused. We tell you when we set or change your limit.

B2. Agencies

B2.1 An agency acts in its own name and is the buyer of record. It alone owes the price to us or to the Publisher, whether or not its client has paid it.

B2.2 The agency is responsible for having its client's authority, including any client approval it records on the Platform.

B2.3 Any markup you show your client in a client plan is your own matter with your client. It is not part of the Deal and we do not see it as a price.

B3. What you pay on Direct Buy

B3.1 You pay for delivered Plays: the Audience per Play of each Play multiplied by the agreed CPM, divided by 1,000.

B3.2 Every flight needs a total budget. Total spend will not go above it. Daily caps steer pacing. Serving can briefly go past a daily cap, but never past the total.

B3.3 Undelivered amounts are not charged. There are no make-goods unless the Deal says so.

B4. Invoices on Direct Buy

B4.1 We send one invoice per campaign, currency and month, normally on the 2nd of the following month. Each room's period is one line. There is no separate invoice at the end of a campaign.

B4.2 Payment is due within the days set for your Organization (30 days unless agreed otherwise). The days are stated on each invoice.

B4.3 On Direct IO and Classic OOH the Publisher invoices you directly and you pay the Publisher. We are not involved in that payment.

B5. Disputes

B5.1 If you disagree with an invoice, tell us, with your reasons.

B5.2 A dispute holds only the invoice concerned. Other invoices stay due.

B5.3 A partial refund is made as a credit note against the room's line.

B6. Late payment

B6.1 If an invoice is overdue, we send a reminder and may charge your saved payment method for the next 7 days. You authorise this.

B6.2 After 7 days overdue we warn you of a hold. After 14 days the campaign on that invoice is put on hold and stops serving. After 30 days your Organization cannot make new bookings until the invoice is paid. Your other campaigns keep running.

B6.3 We may terminate the unpaid campaign. This is a decision by a person, never automatic. We may agree a later date with you.

B6.4 Statutory default interest and costs apply.

B7. Your ads

B7.1 You deliver ads that meet the specification and deadlines in the Deal. If you are late, the Deal's dates do not move and you may lose delivery time.

B7.2 Serving does not start until ads are ready and the go-live has been confirmed.

B8. Pausing and cancelling a Direct Buy

B8.1 You may pause, resume or cancel a live Direct Buy at any time. See clause 9.2.

B8.2 If you cancel, you pay for the Plays delivered before the cancellation.

B8.3 If the Publisher set a cancellation fee in the Deal, and you cancel within its period, you also pay that fee. A pause that lasts longer than 30 days counts as cancelling.

B8.4 On a Direct Buy the cancellation fee appears on your invoice for the campaign. On Direct IO and Classic OOH the Publisher invoices it.

B9. Credit and plans

B9.1 Buyer plans differ by AI budget, seats and API access, never by access to Deals.

B9.2 If you change your legal identity or billing details, we may review your credit terms again.