* Subject to terms and conditions of applicable Agreement and Order Form.
1.1 Authorized Support Contacts. “Authorized Support Contacts” are named individuals in Customer’s organization who are authorized to submit cases to Vendavo’s Customer Support Center. Two Authorized Support Contacts are permitted and only the Authorized Support Contacts may submit cases and receive status updates. Customer is expected to make every effort to ensure that the individuals designated as Authorized Support Contacts are qualified to support the Customer teams internally. In exceptional circumstances, in Vendavo’s sole discretion, Vendavo’s Customer Support Center may begin working on a Priority 1 case, as defined in the Service Level Agreement, for an unauthorized contact subject to later verification and involvement of an Authorized Support Contact. Additional Authorized Support Contacts may be permitted for an additional fee.
1.2 “Hot Patch” means a fix designed to resolve a Vendavo core Software bug (system code), a third-party software defect, or security vulnerability.
1.3 “Incident” means each individual material issue with the Software reported to Vendavo by an Authorized Support Contact through a supported channel.
1.4 “Local Time” means the time zone associated with the Authorized Support Contact by geography (i.e., Asia-Pacific, Europe, Americas).
1.5 “New Software Release” means a release of the software that Vendavo may make available to Customer.
2.1 Standard Maintenance and Product Support includes access to relevant New Software Releases and Hot Patches made available to Customer by Vendavo. As to whether a release constitutes a new product, a new product capability, a product update, New Software Release, Hot Patch or other product patch is determined by Vendavo, in its sole discretion, provided that such determination shall be made consistently across all Customers.
2.2 Standard Maintenance and Product Support is intended to provide assistance to Authorized Support Contacts for Incidents and questions about the Software beyond what is covered in the Documentation during Standard Support Hours.
2.3 Vendavo shall use commercially reasonable efforts to provide Customer with Standard Maintenance and Product Support consisting of the following: (a) web-based submissions of Incidents submitted by Authorized Support Contacts, (b) New Software Releases and Hot Patches of the Software, and (c) troubleshooting related to the following Customer activities with respect to the Software:
2.4 “Standard Support Hours” are provided in Customer’s Local Time Monday through Friday, excluding Vendavo designated holidays, during the following hours:
Standard Support Hours (Americas) | 8 AM to 5 PM, Central Standard Time |
Standard Support Hours (Europe) | 8 AM to 5 PM, Central European Time |
Standard Support Hours (Asia Pacific) | 8 AM to 5 PM, Indian Standard Time |
2.5 For Priority 1 Incidents, as defined in the Service Level Agreement, Vendavo will provide support 24 hours a day, 7 days a week.
2.6 Standard Maintenance and Product Support is provided for the current version of Software and previous versions that have not reached their end-of-life. Vendavo shall provide limited support for an additional twelve (12) months after end-of-life, consisting only of clarifying Documentation.
3.1 Incident Submission. Incidents are to be submitted to Vendavo by an Authorized Support Contact through the Customer Support Portal.
3.2 In order to expedite the resolution of Incidents, Vendavo expects that Customer will make every attempt to:
3.3 Each Incident must contain only one issue. Providing a list of several issues within one Incident will result in Vendavo’s rejection of the ticket and request that the issues are listed and opened as separate Incidents. In Vendavo’s sole discretion, the original ticket may be retained to address the first Incident reported.
3.4 Customer Cooperation. Customer will provide information and access to Customer resources as reasonably required for Vendavo to provide Standard Maintenance and Product Support.
4.1 Service Level Commitment. Vendavo will use commercially reasonable efforts to perform Standard Maintenance and Product Support in accordance with the Service Level Agreement.
4.2 For each Incident reported by Customer in accordance with the terms herein, Vendavo shall:
4.3 Closure of Incidents. Incidents will be closed in the following manner:
Customers may request that Incidents are re-opened for up to 10 days after case closure.
Vendavo is not obligated to provide Standard Maintenance and Product Support if: (a) the Software has been modified or damaged (except if under the direct supervision and control of Vendavo); (b) the problem is caused by Customer’s negligence, or other causes beyond the reasonable control of Vendavo; (c) the problem is caused by third party software not provided by Vendavo; (d) Customer has not timely paid any applicable fees which are due and payable; (e) the problem is related to Customer-specific environment, customization, or code unapproved by Vendavo, (f) performance tuning and sizing are beyond initial design or outside of standard parameters for the Software, (g) data recovery or direct data changes are or were made or requested, or (h) there are or were incorrect data or Customer IT integration changes.
Additionally, there is no commitment to provide product enhancements, development or configuration of new features or functionality, or business rule or workflow changes as part of Standard Maintenance or Product Support.
Scope of Premium Support. In addition to Standard Maintenance and Product Support, the Premium Support described herein applies to Vendavo PricePoint (VPP), CPQ, and Rebate & Channel Manager (RCM) softwareas-a-service hosted by Vendavo. Premium Support applies to other software modules if and as included in an Order Form.
Bug Fix. Premium Support is intended to provide assistance to Authorized Support Contacts for Incidents and questions about the following configuration and customizations within the Customer-specific environment:
Named Technical Engagement Manager. Vendavo will provide a named Technical Engagement Manager as a single point of contact during Standard Support Hours for Premium Support (the “TEM”). The TEM will make commercially reasonable efforts to ensure that Incidents are prioritized, routed, and managed according to the Premium Support offered herein. The TEM will also provide periodic review calls, not to exceed one call per week (unless mutually agreed by Customer and Vendavo), to review current status of open Incidents, prioritization, and other Customer concerns.
Exclusions. Vendavo is not obligated to provide Premium Support if: (a) the Software has been modified or damaged (except if under the direct supervision and control of Vendavo); (b) the problem is caused by Customer’s negligence, or other causes beyond the reasonable control of Vendavo; (c) the problem is caused by third party software not provided by Vendavo; (d) Customer has not timely paid any applicable fees which are due and payable; (e) performance tuning and sizing are beyond initial design or outside of standard parameters for the Software, (f) data recovery or direct data changes are or were made or requested, or (g) there are or were incorrect data or Customer IT integration changes.
Additionally, there is no commitment to provide product enhancements, development or configuration of new features or functionality, or business rule or workflow changes as part of Premium Support.
Vendavo will provide access to the Software via Cloud Services, subject to Customer having a valid subscription to the Software.
Vendavo will prepare the hosted environment necessary to manage the Customer specific configured instance (“Customer World”). As part of the Software implementation or upon receipt of the Customer World from Customer (or designated third party), Vendavo will load the configured Customer World into the Vendavo hosted environment.
During the Subscription Term, Customer (or its third-party provider) will deliver data loads of complete, properly configured, clean data to Vendavo’s secure FTP site. Upon receipt of data loads from Customer (or its third-party provider), Vendavo will load the data into Customer’s hosted environment. Vendavo will do so promptly in consultation with Customer.
Customer agrees that in order to facilitate data delivery to Vendavo’s hosted environment, it will establish a secure outbound communication between the Customer’s network and Vendavo’s hosted environment. Any outbound communication shall always be initiated by the Customer within the Customer’s network. The communication shall run through both the https channel (port 443/tcp) and through sftp channel (port 2222/tcp).
Key Assumptions.
Account Security. Customer will have application administrator access to the Software. Customer agrees to and shall:
For the purposes of this Section, “Customer” includes Customer’s permitted third-party provider(s), if any.
Security. In providing the Cloud Services, Vendavo will implement commercially reasonable administrative, physical, and technical safeguards in its environment that are designed to appropriately protect the confidentiality, integrity, and availability of Customer Data that is input or processed using the Software that is being hosted by Vendavo as part of Cloud Services. This includes the following:
Service Levels. Vendavo will perform the Cloud Services in accordance with the Service Level Agreement set forth in Schedule B.
Health Check Services. Vendavo will proactively review the following within the Cloud Services environments (“Health Check Services”):
Third Party Applications. In conjunction with delivering the service components listed above, Vendavo utilizes certain third-party software. For any third-party software Customer uses to access the Cloud Services, Customer is responsible for securing its own internet access and appropriate licenses to particular versions of certain thirdparty applications. For any third-party software used in the Cloud Services environment, Vendavo is responsible for securing its own internet access and appropriate licenses to particular versions of certain third-party applications.
Exclusions. Any services not set forth in this Cloud Services description are excluded from the Cloud Services. Without limiting the foregoing, the following types of activities are outside the scope of the Cloud Services, unless otherwise provided herein or in an applicable Order Form:
Timing for upgrades is subject to mutual agreement of the Coordinators and per the Order Form.
For non-Cloud Services Customers, Vendavo will migrate the code for Customer’s specific implementation of the Software on Customer development and/or QA environments. Vendavo will also provide Customer with Documentation on migration scripts and manual steps involved to execute those scripts in any staging and production environments.
Customer’s readiness may affect the expected timing described above.
Data Migration. The following data migration activities will be performed as needed:
Exclusions. Any services not set forth in the Upgrade Services description are excluded from the Upgrade Services. Without limiting the foregoing, the following types of activities are outside the scope of the Upgrade Services, unless otherwise provided herein or in an applicable Order Form:
Continuing Subscription. In order to receive Upgrade Services, Customer must have a currently paid-up subscription at least through the completion of any upgrade (e.g., if Vendavo were to make available a New Software Release in the last month of the Subscription Term, Customer would need to renew the subscription, or forego the upgrade).
Vendavo Refinement Services (“Refinement Services”) consist of the following: a mix of named resources assigned by Vendavo (“Resources”) to support refinement and/or changes to Customer’s Vendavo implementation.
Customer will use Refinement Services against a defined budget (“Budget”) annually with a predictable monetary burn rate in each annual term. The Refinement Services Project Manager at Vendavo (“PM”) will maintain a rolling 3-month firm staffing plan for the Refinement Services in collaboration with Customer, along with a rolling 6-month forecast.
The PM, in collaboration with Customer as needed, will utilize a portion of the Budget to support management of the Refinement Services. The PM is the single point of contact for workforce staffing, quality control, and Budget status.
The Resources required to support Refinement Services will vary depending on specific Customer needs. More than one Vendavo Resource may be working on Incidents simultaneously. Unless agreed otherwise by Customer and Vendavo, the Resource(s) will provide Refinement Services remotely and will be available for real-time consultation during the Resource’s regular working hours. If Customer and Vendavo agree, Resources may perform Refinement Services on-site at Customer’s facilities. In this scenario, Customer will be responsible for all travel and expenses of Resources.
Unless otherwise stated in the Refinement Services SOW, Vendavo will not provide any refunds, credits or rollover of any unused portion of Refinement Services.
Unless a Resource is designated in the SOW as 100% dedicated to Customer, Refinement Services Resources will be shared resources and may be assigned to other Vendavo customers in order to fully utilize resource capacity.
Vendavo will provide Value Acceleration (“VA”) Services as described below (“VA Services”) in VA Service Levels.
Customer agrees to provide Vendavo reasonable access to relevant internal stakeholders and drive participation per a mutually agreed upon timeline. Customer further agrees to provide Vendavo access to relevant data or systems for the exclusive purpose of providing the VA Services.
Vendavo will provide Customer with estimated resources, timeline, and data needed, at Vendavo’s discretion and as described in the Documentation and relevant Order Form, prior to the start of VA Services. Vendavo and Customer will consider other activities in the relevant Order Form and typical business practices in Vendavo’s industry to develop a mutually agreed upon schedule of key meetings, workstreams, and deliverables.
The following are outside of the scope of VA Services: external market surveys, customer research, Software configuration (except as provided through AMS or steady-state services), and any services not described herein.
Customer acknowledges that changing data sources over the course of the Subscription Term may impact Vendavo’s ability to deliver value capture services like VA Services.
VA Services Descriptions:
A. Value Measurement Services
Assessment of the Customer’s commercial performance typically consists of the following:
B. Quick-win Diagnostic
Identification of quick-win opportunities typically consists of the following:
C. Value Realization Services
Development of tactics and strategies to improve Customer’s commercial performance, typically consisting of the following:
Vendavo will work with Customer on a quarterly basis to refresh the recommendations in an effort to encourage additional value capture in ongoing years.
D. Adoption Tracking Services
Adoption of business recommendations is a key executive level KPI that assists with driving value. The VA team provides visually compelling examples to support leaders driving higher adoption rates. Business level adoption tracking of pricing and sales guidance recommendations includes:
E. Bespoke Value Capture Services
Monitoring of value capture against targets at regular intervals. Services begin post go live on a frequency defined in the subscription support levels. Vendavo will:
VA Service Levels:
Essential Subscription:
The Essential Subscription leverages Vendavo’s measurement and diagnostics framework. The VA team supports the usage of quick-win opportunity analysis. Customer remains responsible for creation of materials and specific change management plans.
Standard Subscription:
The Standard Subscription leverages Vendavo’s value realization framework. The VA team supports and curates the usage of repeatable playbooks to capture value. Customer remains responsible for creation of materials and specific change management plans.
Strategic Subscription:
The Strategic Subscription leverages Vendavo resources in an advisory role. The VA team will act as an extension to the Customer’s analytics team to provide customized and ad-hoc financial opportunity identification support. Customer remains responsible for creation of materials and specific change management plans.
VA Services | Essential Subscription | Standard Subscription | Strategic Subscription | |
A | Value Measurement | Included | Included | Included |
B | Quick-Win Diagnostic | Included | Included | Included |
C | Value Realization | Included | Included | |
D | Adoption Tracking | Included | Included | |
E | Bespoke Value Capture | Included |
Vendavo Change Management & Training consists of the following (repeated per the stated frequency):
Exclusions:
Any services not described above are not included in the scope of Change Management & Training. There are no implied services. Without limiting the foregoing, Change Management & Training excludes:
Limitations:
Any services not described above are not included in the scope of Change Management & Training. There are no implied services. Without limiting the foregoing, Change Management & Training is limited as follows:
Resources:
Vendavo will provide a mix of Change Management & Training Resources, at its discretion, to provide Change Management & Training. More than one Change Management & Training Resource may be working on Incidents simultaneously. Customer consents to Vendavo’s use of third-party contractors and individuals contracted through such third-party contractors to provide Change Management & Training. Except as agreed by the Coordinators, the Change Management & Training Resource(s) will provide Change Management & Training remotely and will be available for real-time consultation during the Resource’s regular working hours. If the parties agree, Resources may perform Change Management & Training on-site at Customer’s facilities.
One (1) FTE is equivalent to 1,760 hours annually. Vendavo cannot guarantee availability of Resources upon short notice.
Vendavo will not provide any refunds, credits or rollover of any unused portion of Change Management & Training.
Vendavo will make available to Customer, Vendavo University OnDemand content (“Content”), in electronic form promptly after the Order Form Effective Date.
Customer may permit Users to access Vendavo University, and access the Content therein, during the Subscription Term for the internal business purposes of Customer. These rights are limited, non-exclusive, nonsublicensable and non-transferable. Customer is responsible for maintaining confidentiality of User credentials, and for activities by Users. Customer will notify Vendavo of any unauthorized access of which it becomes aware.
Notwithstanding anything to the contrary in the Order Form or the Agreement, the Content and use of Vendavo University materials are provided as-is, without warranty. Vendavo makes no representation or warranty regarding the completeness or currency of any Content, and hereby disclaims any warranty of fitness for a particular purpose. Vendavo has no obligation hereunder to update or supplement the Content. New Content, if any, will be announced via vendavouniversity.learnupon.com. Vendavo will use reasonable efforts to maintain availability of Vendavo University, but Vendavo University will not be available 24/7.
Vendavo University Live Bundle includes:
Limitations:
No more than once per year, Vendavo will (with Customer’s assistance) provide the following environmental analyses (the “Health Check Services – On Premise”) on Customer’s on-premise production instance:
At the conclusion of the Health Check Services – On Premise, Vendavo will provide Customer with a written report in .doc format containing observations with respect to Customer’s environment, deviations from Vendavo’s standard guidelines, and recommendations to align Customer’s environment with the guidelines. The Health Check Services – On Premise do not include verifying or applying the recommendations.
Vendavo Steady State Services (“Steady State Services”) consist of the following:
Steady State Services hours will be used by Customer on a stable (non-fluctuating) basis. If Customer requests a spike in Resources for some period of time, a change order will be required. Under no circumstances may hours be pulled forward from future availability or pushed back for later usage if not consumed.
One (1) FTE equals approximately 40 hours per week excluding time allotted for company holidays, vacation, and mandatory training.
Vendavo will provide a mix of Vendavo Resources (per the FTE details in the Order Form) to provide Steady State Services. More than one Vendavo Resource may be working on Incidents simultaneously. Customer consents to Vendavo’s use of third-party contractors and individuals contracted through such third-party contractors to provide Steady State Services. Except as agreed by the Coordinators, the Steady State Services Resource(s) will provide Steady State Services remotely and will be available for real-time consultation during the Resource’s regular working hours. If the parties agree, Resources may perform Steady State Services on-site at Customer’s facilities.
Vendavo will not provide any refunds, credits or rollover of any unused portion of Steady State Services.
