Statement of Work
Deduction Management Services

Backup Retrieval Service (BRS): This covers all distributors and retailers. The Vividly service team will pull deductions backup files from retailer/wholesaler portals, email threads, and other sources where files are stored. The files will be made available to you for reference either in the Vividly portal - depending on your subscription level - or in a shared online folder.

Deductions Reconciliation Service (DRS): This covers all distributors and retailers. Upon receipt of the check remittance from the Customer, the Vividly service team will begin reconciling the deduction invoices listed within the check receipt against promotions planned within Vividly. Vividly will provide the Vividly line key as the validation criteria that reconciliation occurred. If no line key is provided, Vividly will flag it as either (1) Sales Review which warrants additional input from the Customer, (2) Dispute - collection which warrants Vividly to dispute unauthorized expense, (3) Dispute - missing criteria which requires Vividly to file missing deduction invoice backup.

Dispute Collections Service (DCS): This covers all retailers and distributors. The Vividly service team will dispute invoice charges and provide Customer with a dispute log. Once they have been entered into the dispute log, the service team will begin the process of disputing the deductions on the Customer’s behalf. Dispute forms/emails will be created, and sent to the corresponding retailer/wholesaler, as well as follow-ups if the initial dispute is unsuccessful. 

The following Services are included in scope during implementation of the Vividly platform:
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2.1. INCLUDED IN SCOPE - HIGH LEVEL ATTRIBUTES - IMPLEMENTATION

2.2. INCLUDED IN SCOPE - HIGH LEVEL ATTRIBUTES – GO LIVE

• BRS

  • Vividly to request missing deduction invoice backup on the Customer’s behalf. For the first 3 months, Vividly will not request missing deduction backup for invoices < $100. After 3 months of service, Vividly and Customer will review and align on a new threshold, as needed. Additional fees may apply.

• DRS

  • Customer to provide timely, auto-forwarding of check receipts to Vividly Services team

  • Vividly will identify all transactions where the difference between the actual deduction $/unit and the forecasted $/unit is ≥ 25%. If needed, Vividly and Customer may meet to discuss after 3 months of service. Additional fees may apply 

  • Vividly will identify any transactions missing promotions through the Vividly Miss Log. If the customer delays assigning a promotion and/or comment within 60 days of the transaction date, Vividly will automatically assign a promotion created in order for the Customer to track missed deals

  • 7 business day turnaround of reconciled deductions based on receipt date

  • Transactions must be loaded into Vividly by the Customer within 5 business days of the deposit hitting the Customer’s bank. If delayed, this will further delay the reconciling of transactions

  • As part of our standard package, Vividly will adhere to our turnaround times for reconciling. If Customer close dates must be met, Vividly can include in the Vividly Order Form

  • Full visibility granted of Vividly schedule of deduction invoices in queue, flagged sales review, flagged dispute - collection, flagged dispute - missing criteria, fully reconciled

• DCS

  • Weekly filings from Vividly Dispute Dashboard to Dispute Application

  • 14 business day follow-up cadence on outstanding collections

  • After three attempts to retrieve supporting documentation (POD, BOL, Promotion Contract, etc.) for dispute validation, Vividly will cease pursuing and mark it as ‘Not Filed for Reason’.

  • For the first 3 months of the Dispute Collection Service, Vividly will pursue disputes where the dollar amount is ≥ $100. After 3 months of service, Vividly and Customer will review and align on a new threshold, as needed.

2.3. EXCLUDED FROM SCOPE – IMPLEMENTATION & GO LIVE
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The following items are not included in scope under this SOW. If Customer desires any of the services listed here or in the Ala Carte Menu, a Services scoping discussion will be needed (See “Exhibit B” on the Vividly Order Form for Ala Carte Menu):
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BRS

• Retroactive pull of backup greater than 1 month unless outlined in Exhibit B on the Vividly Order Form

• Vividly is unable to guarantee fulfillment of 100% backup attachment rate

  • Backup attachment rates are extremely dependent on specific vendors and while the Vividly team will do their best to retrieve these, a 100% guarantee cannot be made

• Vividly is unable to guarantee fulfillment of 100% backup source selection for deductions scanning and matching capability

  • While Vividly welcomes the growth of additional backup sources, Vividly’s Deductions Scanning Module does not contain backup sources for all distributors/retailers and at times, the backup directly from the distributor/retailer is illegible which prevents the scanner from fully functioning

• Downloading and saving of terms discount deduction invoices

• At times, distributors/retailers attach backup several days after the check receipt is posted and submitted to the Customer. Vividly is not responsible for the retroactive extraction of deduction invoices

• Any item not specifically listed in scope for this SOW

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DRS

• Vividly will not validate off invoice allowances taken on purchase order which are expensed at time of invoice

• Vividly will not validate terms discount allowances taken as a direct reduction of cash receivable and applied during cash application

• Vividly will not reconcile Customer’s accounting system against Vividly

• Vividly will not upload off invoice expenses within Vividly

• Vividly will not upload terms discount expenses within Vividly

• Vividly will not enter promotions on your behalf, support with cash application, or perform any month-end accrual processes

• Vividly will not validate bill pay transactions 

• Vividly will not validate tax taken on deductions

• After 90 days from the check receipt date of pursuing missing deduction backup, Vividly will cease followup. Vividly will communicate with the Customer to ensure visibility into these deductions; if backup is supplied, Vividly will complete clearing process

• Vividly is unable to guarantee fulfillment of 100% backup attachment rate

  • Backup attachment rates are extremely dependent on specific vendors and while the Vividly team will do their best to retrieve these, a 100% guarantee cannot be made

• For the first 3 months of Deduction Reconciliation Services, Vividly will not validate expenses < $100 per invoice. After 3 months of service, Vividly and Customer will review and align on a new threshold, as needed. Additional fees may apply

• Vividly will not flag any transactions where the difference between the actual deduction $/unit and the forecasted $/unit is < 25%. If needed, Vividly and Customer may meet to discuss after 3 months of service. Additional fees may apply. 

• Vividly strives for consistency and accuracy; however, Vividly is unable to guarantee a 100% authorization match rate between promotions and expenses

  • While Vividly will do their best to ensure accuracy of pairing expense to promotions is of high quality, Vividly is not liable for incorrect authorization of expenses as the Customer is responsible for reviewing work when entering within their accounting system

• Any item not specifically listed in scope for this SOW

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DCS

• Expense items outside of trade spend except supply chain

• Vividly is unable to guarantee a 100% dispute resolution rate between items identified as invalid and successfully repaid

  • While Vividly will review each transaction as well as harvest the appropriate supporting documentation, Vividly may not be privy to the most recent distributor/retailer information which results in expense being identified as valid after the month is closed

• Any item not specifically listed in scope for this SOW

Following Vividly’s proven implementation methodology, Vividly will provide the following Consulting Services:
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3.1. PROJECT MANAGEMENT

• Schedule and facilitate meetings with key stakeholders and internal Customer teams when needed

3.2. TRAINING

• Admin/Manager training on the use and general management of the platform

Throughout the project, Vividly team members will provide guidance and assistance to Customer in the following areas, but ownership for completion and staffing lies solely with Customer. Customer responsibilities include:
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4.1. PROJECT MANAGEMENT

• Provide Stakeholders or Subject Matter Experts from each team for the following areas:
  - Backup Retrieval
  - Deduction Reconciliation
  - Dispute Collections
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4.2. CONTENT WORKSHOP

• Customer is responsible for assisting Vividly with Customer-specific guides to portal navigation, when applicable

• Customer is responsible for providing Vividly with updated passwords to portals, when applicable
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4.3. TECHNICAL CONFIGURATION

• Customer will provide details as directed within onboarding documents.

• Customer will be responsible for maintaining once onboarding has been completed
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4.4. TRAINING

• Ensure users participate in onboarding and recurring meetings, when applicable

• Implementation takes 4 weeks to complete for BRS

• Implementation takes 2 weeks to complete for DRS

• Implementation takes 2 weeks to complete for DCS

• All implementation meetings, checkpoints, and training sessions will be conducted remotely

• Hours will be tracked in 30-minute increments and will be tracked by each resource for documentation purposes, when applicable

• Vividly reserves the right to audit expenses to ensure good faith expense submission is met

• All tracking of disputes will be done within Google Sheets and access will be provided to the Customer

• Vividly works 8AM-5PM PST excluding U.S. holidays

• Vividly is not responsible for any fees that the Customer may incur to activate a customer portal login

No travel is included as a part of this SOW. Should travel be required and mutually agreed upon by both parties, a change order per “Exhibit A” on the Vividly Order Form will be required.
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See below for an estimated project timeline. Project full details and timing will vary based on the return of information from Customer. A Customer-specific project plan and timeline will be finalized with the Services Consultant during project kickoff.
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The project will require the coordination of several resources across the organization. The following is a typical outline from the Customer team.
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Customer Team:
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Vividly Team:
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Vividly will provide the resources listed below to assist with delivering the items listed under Section 2. The resources will provide Services to the Customer. 
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9.1. KEY CONTACTS
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9.2. FEE PRICING

The Services described in this SOW will be provided on a fee basis. The total fee for all Services hereunder is listed in the accompanying Order. 
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The term of this SOW commences on the SOW Effective Date and will continue as outlined in the accompanying Order Form, Section 1, Terms.

This SOW may only be amended or modified by change orders mutually agreed to by and between the Parties in a form substantially similar to Exhibit A (on the Vividly Order Form) Template linked hereto (“Change Order”). All Change Orders will be subject to the same terms and conditions of this SOW. In the event that Customer wishes to amend or modify this SOW, Customer will notify Vividly in writing of its intention to enter into a Change Order by sending to Vividly a draft Change Order completed with as much detail as reasonably necessary.

This SOW and any Change Orders may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. The parties will be bound by signatures on any Change Orders to this SOW, which are transmitted by mail, and/or email to the other party or, if applicable, counsel of record for the other party. Such signatures will have the same binding effect as any original signature.
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12.1     Subject to Section 12.2, Customer will own exclusively all right, title and interest in and to all deliverables listed herein, whether completed or works-in-progress (“Deliverables”).  All Deliverables, in whole and in part, will be deemed “works made for hire” of Customer for all purposes of copyright law, and the copyright will belong solely to Customer.  To the extent that any such Deliverables do not fall within the specifically enumerated works that constitute “works made for hire” under the United States copyright laws, and/or to the extent that Deliverables include materials subject to copyright, patent, trade secret or other proprietary right protection anywhere in the world, Vividly hereby irrevocably assigns and will assign to Customer all right, title and interest that Vividly may have or be deemed to have in and to any and all Deliverables and all intellectual property rights therein.  
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12.2     Notwithstanding Section 12.1 above, Deliverables that are owned by Customer expressly exclude: (i) Vividly’s pre-existing software, inventions, copyrights, patents, trade secrets, trademarks and other proprietary rights, including ideas, concepts and know-how of Vividly that existed before the commencement of the Professional Services and that are included in the Deliverables or that are developed outside the scope of Professional Services provided to Customer and independently of the parties’ relationship (collectively, the “Vividly Materials”); and/or (ii) any third party materials that are separately identified (“Third-Party Materials”). Vividly hereby grants to Customer a non-exclusive, worldwide, perpetual (without regard to any termination or expiration of this SOW), irrevocable, fully paid, royalty-free, sublicensable license to use the Vividly Materials and any Third-Party Materials to the extent they are included in, and as necessary to use and exploit, the Deliverables.