This statement of work covers the Vividly Promotion Entry and Management Service function.
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This Statement of Work (“SOW”) is dated as of the Effective Date of the Order Form linked hereto (“SOW Effective Date”) and is entered into by and between Customer (“Customer”) and Vividly Inc. (“Vividly”).
Notwithstanding anything to the contrary in the Order Form, “Services” as used herein means professional services work rendered by Vividly concerning this SOW.
Promotion Entry & Management Service: This covers all distributors and retailers. The Vividly service team will receive your promotion calendars and contracts directly from you - the Brand - or from your brokers. The team will input the promotions into Vividly. This includes making changes and updates to existing promotions.
By default, Vividly will operate under the premise that all promotions sent to Vividly are deemed approved. The promotions will be created and moved to ‘Running’ status. The promotions will be executed per the start dates provided in the planners/contracts.
If the Customer chooses to work through an approval process for promotions, Vividly will create/update promotions and put them into ‘submitted’ status. Customers will then be required to move to ‘running’ status to move said promotions into execution.
- This will be discussed and agreed upon during the implementation phase.
Customer will have access to the promotions and are capable of making adjustments on their own.
The following Services are included in scope during implementation of the Vividly platform:
2.1 INCLUDED IN SCOPE - HIGH LEVEL ATTRIBUTES - IMPLEMENTATION
Promotion Entry & Mgmt Kickoff:
Complete a survey for the Vividly team to understand the types of promotions you will be running and the proposed frequency.
Kickoff call with the Sales Team members and brokers to walk through the process.
Training of said team members and brokers on how to access Vividly to adjust promotions on their own and how to view promotions entered.
Complete list of contacts we can expect to receive promotions from.
Escalation path for adjustments:
On occasion, we may receive promotion information that is incorrect due to miscommunication or data entry errors. Ex:
The customer generally has an MCB with a $.10 per unit rate.
Vividly is sent a promotion update to set the per unit rate to $100.
Vividly will require clarification. If the sender is not available, Vividly will require proper escalation team members to assist in clarifying the data discrepancies.
Planners should be organized and checked for accuracy before submitting to Vividly.
Should Vividly receive a promotion planner without an accompanying contract, Vividly will assume the details of the promotion in the provided planner is accurate.
2.2. INCLUDED IN SCOPE - HIGH LEVEL ATTRIBUTES – GO LIVE
Promotion Entry & Mgmt
2 business day turnaround time SLA during normal business hours
The planner is sent on Monday
Vividly promotion creation/updates will be completed by the end of the day on Wednesday
Vividly operates from 8 am to 5 pm PST, Monday - Friday
Requests made to Vividly during Vividly holidays or office closures will be triaged promptly upon return to standard business hours
All planners/contracts for new promotions or changes will be sent to ‘promotions@govividly.com’
Contract planners sent in units that subsequently need to be converted to Cases, or vice versa, will require proper configuration of Products and Product Groups. If the supporting configuration is not completed in the system, delays can occur.
The customer is responsible for clear plans and contracts that are provided to Vividly.
New brokers should be trained by customers on the process for providing promotion requests to Vividly.
Vividly will create promotions as needed to support linking deductions.
2.3. EXCLUDED FROM SCOPE – IMPLEMENTATION & GO LIVE
The following items are not included in the scope under this SOW. If the 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):
Interacting with Retailers/Distributors to validate promotions; timing, rates, etc.
Interacting with Retailers/Distributors to obtain contracts or revised contracts.
It is the duty of the Customer to work with Retailers/Distributors to ensure contractual compliance.
Vividly will input/modify what we receive from Customer; any compliance items are the responsibility of Customer.
Negotiate terms and conditions on behalf of Customers with Retailers/Distributors.
Any item not specifically listed in scope for this SOW.
Following Vividly’s proven implementation methodology, Vividly will provide the following Consulting Services:
3.1. PROJECT MANAGEMENT
Schedule and facilitate meetings with key stakeholders and internal Customer teams for kickoff, training, and when needed
Train new users hired into the Customer
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:
4.1. PROJECT MANAGEMENT
Provide Stakeholders or Subject Matter Experts from each team for the following areas:- Promotion planners & contracts
Staff to own and maintain master data; customers, products, pricing
4.2. CONTENT WORKSHOP
The customer is responsible for providing promotional materials to Vividly
Vividly will not be responsible for mining repositories such as Sharepoint for new promotions or updates; those should be sent to Vividly via email.
Questions arising from updates made by Vividly should be directed to support@govividly.com
4.3. TECHNICAL CONFIGURATION
The customer will provide details as directed within onboarding documents.
Customers will be responsible for maintaining master data in Vividly such as customers, products, pricing, etc. once onboarding has been completed.
4.4. TRAINING
Ensure users participate in onboarding and recurring meetings, when applicable
4.5. Promotion Basics
Ensure users participate in onboarding and recurring meetings, when applicable
Promotion Name
Customer
The month of Activity (to accrue or event activity depending on your process)
First Receiver(s)
Contacts (if applicable)
Product or Product Group
Fund Type
Per/Unit Rate or % Discount off list price
If off markup, markup must be provided
Expected Spend
Total Expected Units
Non-Promoted Price
Promoted Price
In-Store Performance Dates (start/end)
Buy-in Dates (if applicable)
Tags (optional)
Comments (optional)
Implementation of the overall platform will take place and all configurations completed before Vividly enters promotions.
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 works 8AM-5PM PST
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.
See below for an estimated project timeline. Project full details and timing will vary based on the return of information from the Customer. A Customer-specific project plan and timeline will be finalized with the Services Consultant during project kickoff.
The project will require the coordination of several resources across the organization. The following is a typical outline from the Customer team.
Customer Team:
Vividly Team:
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.
9.1. KEY CONTACTS
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.
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.
12.1 Subject to Section 12.2, Customer will own exclusively all rights, titles, 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.
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.
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