Please read these Terms of Service carefully. By checking the acceptance box where these Terms are presented electronically, you enter into a binding agreement with UpClear.

1. Acceptance of these Terms

These Terms of Service (“Terms”) govern access to and use of the Blue Deductions Service (the “Service”) provided by UpClear (“UpClear,” “we,” or “us”). By checking the acceptance box in the Acceptance section below, you (“Client,” “you”) accept these Terms and agree to be bound by them.

If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “Client” refers to that entity. If you do not have such authority, or if you do not agree to these Terms, do not accept them and do not use the Service.

Where Client has executed a separate master agreement or order form with UpClear, these Terms operate as the service schedule for Blue Deductions under that agreement. In the event of a conflict, the executed agreement controls.

2. The Service

The Blue Deductions Service is accessible via the Blue Deductions application on the Blue Platform, through an encrypted login process at login.upclear.com. The Service allows users to collect and manage documents associated with deductions for the purposes of classification, allocation, and reporting.

3. Domains and Administration

A “Blue Deductions Domain” is one instance of the Service for a set of users. Client may have one or multiple designated domains. Each domain:

• has a unique domain code;
• is hosted in one single hosting location; and
• is associated with a primary country and time zone, usually based on the primary location of its users.

Client shall assign a single primary Client Administrator for each domain. The Client Administrator is Client’s designated point of contact for administration of that domain.

4. Service Features

Depending on the subscription edition selected (see Section 5), the Service includes the following features:

• Acquisition. Automated receipt, ingestion, capture, import, or collection of deduction-related documents and data from supported sources, including email, retailer and distributor portals, transfers, and manual uploads.
• Scanning. Automated extraction, classification, digitization, and interpretation of information contained within deduction-related documents, including images, PDFs, correspondence, remittance documents, and other supported file formats.
• Document Management. Storage and automated linking of documents across Accounts Receivable, Order-to-Cash, and Trade Back-up that pertain to a given transaction, to support research and resolution.
• Identification. Automated extraction of remittances for cash application and short-pay identification.
• Research. Automated analysis for matching of deduction claims to available promotions and expense-clearing activities.
• Resolution. Dispute management workflow, including integration with retailer portals for processing and settlement.
• ERP Integration. Automated bidirectional integration with ERP systems to retrieve transaction data and post resolution outcomes.
• TPM Integration. Automated bidirectional integration with trade promotion management (TPM) systems to retrieve promotional and trade-spend data and support deduction resolution.
• Accruals Integration. Access to and synchronization with the Blue RGM accrual engine to support the latest view of trade liabilities.

5. Subscription Editions

Blue Deductions is delivered in three editions suited to the needs of Consumer Goods brands of various sizes:

• Express. A self-service software-as-a-service offering designed to provide rapid access to Blue Deductions using standard platform configurations, without customer-specific integrations or dedicated support services.
• Direct. A subscription offering that supports customer-specific configurations and integrations with finance systems, trade promotion management platforms, and other approved third-party systems.
• Unified. A subscription offering that provides native integration across the Blue Platform and related services, together with connectivity to supported finance systems.

Included features, onboarding methods, and support commitments vary by edition as set out in the table below.

6. Data Authorizations

Client may authorize UpClear to access third-party portals for the purpose of retrieving deduction-related documents and data. Such access may be provided through credentials provisioned by Client or through a designated service account (for example, [ClientCode][email protected]).

Client remains responsible for ensuring that UpClear’s access complies with Client’s applicable agreements with the third-party provider.

Client may further authorize UpClear to receive deduction-related correspondence by including the designated service account address on email communications with third parties. Client is responsible for granting and managing such access and may revoke it at any time.

7. Service Availability

“Service Availability” means the Blue Deductions Service is available and operable for access and use by Client and Client End Users over the Internet. System availability refers to the ability to log in to the Service.

* Off business hours are subject to scheduled maintenance activities.

8. Support Services

While all Clients access the same core Blue Deductions platform infrastructure, support services and support commitments vary by subscription edition.

8.1 Express edition — self-service support

Blue Deductions Express is a self-service subscription offering with minimal support. Clients on the Express edition are provided access to:

• online documentation; and
• standard product updates.

Clients on the Express edition are not granted access to UpClear’s support portal for ongoing support activities. Access to UpClear support channels is limited to platform availability issues. UpClear may respond to support queries submitted by Express Clients on a commercially reasonable efforts basis, without any service level commitment.

8.2 Direct and Unified editions — standard support

Clients on the Direct or Unified edition receive standard support services and are provided access to:

• online documentation;
• standard product updates; and
• the UpClear support portal and incident management.

9. General Terms

These Terms, together with any executed master agreement, order form, or statement of work between Client and UpClear, constitute the agreement between the parties with respect to the Service. Additional terms governing fees, confidentiality, data protection, intellectual property, warranties, limitation of liability, term, and termination are set forth in the applicable master agreement or order form.

UpClear may update these Terms from time to time. The version in effect at the time of acceptance, together with its effective date, applies to Client’s use of the Service until superseded in accordance with the applicable agreement.

Questions about these Terms may be directed to [email protected]