General

1. The implementation fees listed on the Order Form are non-refundable.
2. Fees quoted on the Order Form are valid for 12 months from signing. We reserve the right to revert to our then-current pricing for products that are not Live within 12 months of signing the Order Form.
3. We base our implementation fees on the number of DMS users, CRM user, Payroll users and rooftops. Any changes may result in additional charges.

Roles and Responsibilities

1. Dealer Partner Responsibilities:

   1. Appoint a single person for each functional area to approve final requirements and final work acceptance.
   2. Provide any other support that is reasonably requested by Tekion to complete the implementation.

2. Tekion Responsibilities:

   1. Communicate specific milestones, due dates and payment schedules
   2. Gather requirements and formally lock in specific project scope
   3. Capture sign-off for deliverables at identified stages of the project
   4. Any additional responsibilities of the Tekion team to complete implementation of contracted products and services (as outlined in each respective section below).

3. Third-Party Responsibilities

   1. There are other stakeholders who play a significant role in a successful implementation. Examples are:

      1. Incumbent providers – generally, DMS, CRM, Payroll and PDF documents data are provided by the companies the dealer is transitioning from. There may be scenarios where they charge a fee, require advanced notice, or other terms which may or may not be outlined in the dealer’s contract with each incumbent. Please confirm any such fees and conditions with your incumbent provider as we do not control them. We will provide information about what we have seen in past implementations and will use best efforts to work with your incumbent providers; however, the most successful implementations require the cooperation of these companies.
      2. 3rd party service providers – there are scenarios where the dealer contract with 3rd party companies or contractors for services such as hardware procurement, installation, pdf document extraction, etc. Unless explicitly stated in the dealer’s contract with Tekion, these services will not be reimbursed by Tekion.
4. Any dealer responsibilities that are not met as part of the agreed-upon scope of the project can result in implementation delays and/or incur additional costs.
5. For dealers in North America and United States territories, training/support will be delivered in English except for Quebec, where training/support will be delivered in French and English. We may require the dealership to provide dedicated translators for other languages.

Additional Services and Change Orders

1. The services that you have purchased are specified in the applicable Order Form(s). Any additional services that you require that are not included in the Order Form(s) or provided as part of implementation (as described in these Implementation Guidelines) will require purchase through an additional Order Form.
2. We may charge additional implementation fees to offset our re-scheduling costs for any changes to the original agreed-upon project scope that are outside of our control (including those requested by you).
3. Each engagement is unique, and the details are outlined in the Order Form represent our best effort to estimate deliverables, cost, and timelines based on information that we receive from you.

4. Implementation pricing is based on multiple factors. Changes to these factors can impact the cost of implementation fees associated with certain product and services.

   1. User Counts

      1. User counts for implementation fees are defined as total users at the time of Go-Live
      2. User counts can be different on a per-product basis. These counts are gathered prior to contract signing
      3. Changes to user counts can impact implementation timelines for individual products

   2. Dealership Layout

      1. Additional remote buildings and other facilities may require additional resources, which may incur additional implementation fees
   3. Other factors outside of our control can impact total implementation fees
5. Onsite and Remote Training must be confirmed at least 21 days in advance. Additional fees may apply if schedule is confirmed under 21 day from delivery. If the scheduled date changes with less than 30 days notice, a change fee of 30% may apply. Training days undelivered within 180 days of contract execution date may be voided.

Implementation Milestones

1. Every engagement is comprised of formal milestones. Each milestone has a deliverable and payment term.

2. Default milestones and payment terms for product implementations. Unless otherwise specified on the dealer’s contract or in writing, all implementations follow default milestones, outlined below:

   1. Milestone #1: Planning

      1. After contracting Tekion products and services, implementation activities begin, including but not limited to: securing an implementation date and accepting implementation scope
      2. 50% of the implementation fee is due upon acceptance of the implementation date unless otherwise specified in your MSA or Order Form(s).

   2. Milestone #2: Go Live

      1. This milestone is complete at Go Live
      2. 50% of the implementation fee is due upon completion of this milestone unless otherwise specified in your MSA or Order Form(s).
3. Unless otherwise outlined in your MSA or Order Form(s) or agreed with us in writing, each engagement has a milestone called “Go Live”. This is the date the product is available to you and/or the services are rendered.
4. In scenarios where the standard implementation timelines are compressed, such as buy/sells, milestones may be consolidated, and you may receive invoices for multiple milestones in quick succession.
5. All milestone payments must be current and paid prior to Go Live. Late payment may impact deliverables including but not limited to Go Live, and additional fees may apply.
6. Missing milestones due to your or third party delay may result in rescheduling of the implementation. Any costs associated with rescheduling due to missed milestones are your responsibility. Tekion is not responsible for the costs associated with the legacy DMS and/or any such extensions. Scheduling and planning of the change could factor into potential delays and additional incurred costs.
7. Milestone payments are due in full on the payment date, including for missed milestones and where you are not fully implemented. Please refer to the MSA for your available remedies if we cause the missed milestones.

Implementation Resourcing

1. There are many specialized Tekion teams who contribute to making implementations successful. The resource plan for each varies based on the specifics of the engagement but always fall into one of the two categories:

   1. Hybrid – project activities, management and training will be delivered by a remote team supplemented by onsite resources
   2. Remote - project activities, management and training will be delivered by a fully remote team

2. A pre-requisite for finalizing the resource plan foryou is completing the respective discoveries with our Professional Services team. This can be done in either of two timelines:

   1. Advance Discovery – prior to finalizing your contract for Tekion software products, hardware/networking solutions or services, you have an option to request an early discovery to finalize the composition and characteristics of your implementation resourcing plan.
   2. Pre-Go Live Discovery - discovery will take place once the implementation scope guide is finalized. Upon completion, your implementation project leader will provide you with details of the resourcing composition and plan.

3. Astra

   1. Tekion has developed a proprietary methodology and tooling for facilitating onboarding activities, training, go-live, and support remotely.
   2. Where applicable these are supplemented by traditional implementation tools such as training leave-behind materials, Teams conference calls, etc.

4. Travel – The implementation price is inclusive of travel, lodging, and meals when training or support is onsite. Due to this, the first and final days delivered include travel time.

   1. The expectation is for our team to arrive at the dealership by 2pm local time on day 1 and depart no earlier than 12pm local time on the final day.
   2. If there are travel delays or other extenuating circumstances, these will be reviewed on a case-by-case basis. Typically, with minor delays the hours are made up on the non-travel days.

5. Standard Engagement Hours – dealership hours vary from one department to another. Below are our standard hours for supporting each department area. Non-standard or extended hours can typically be accommodated with advance notice, prior approval and in some cases additional costs.

   1. Accounting: 8am to 5pm
   2. Sales/Finance: 9am to 6pm
   3. Service: 8am to 5pm
   4. Parts: 8am to 5pm
6. Additional in-person/remote services or training can be purchased and are based on availability.

Non-Standard DMS transitions

1. We specialize in many types of implementations. For the purposes of this document, we refer to our most common transition type as “Conquest” which is defined as an existing dealership transitioning from one DMS to Tekion, without any change in dealership ownership or control.

2. Typical non-conquest implementations consist of:

   1. Buy/Sell - a dealership or entity transitioning from one owner to another, involving a transition from one DMS environment to another, regardless of whether a data migration is required or not.
   2. New Point – the opening of a dealership or entity which does not exist prior to Tekion, and where no data migration is needed.
   3. Custom – an implementation with extraordinary characteristics including, but not limited to, source system, size, volume, and complexity.
3. While the below terms apply to all implementation types, there may be additional conditions which can apply to non-Conquest implementations, but which may also be required for Conquest implementations depending on needs.

Data Migration

1. The following are standard data migrations to Tekion’s systems:

   1. The standard DMS conversion includes up to 7 years of data.
   2. The standard CRM conversion includes up to 90 days of active lead data based on the lead creation date.
   3. The standard Payroll conversion includes up to the current year historical data.
   4. The standard PDF Document conversion cannot begin until we receive the documents data. Once we do, we typically complete the migration within 30 days. To keep you informed we will send periodic e-mail updates regarding progress.
2. Most source systems have data retention or purge protocols which could limit the amount of data available for migration.
3. The data fields which are standard with our data conversions for each DMS, CRM, Payroll and PDF Documents provider vary, and are available upon request.
4. When the data extraction is performed by a party other than Tekion, we are only able to convert at maximum the data which is provided to us. In some scenarios there may be data which is provided but which we are unable to convert.

5. For an optimal conquest conversion, we need access to the source data 90 days prior to go-live.

   1. For buy/sell implementations DMS data is not always available prior to the close of the buy/sell and ARC go live. In this scenario we are typically able to complete the conversion into ARC within 30 days of receiving the data.
   2. For some source systems, we may require access earlier than 90 day prior to go-live
   3. If data access is not provided to a source system within the agreed-upon conversion timeline, data may not be fully available to you on Go-Live day. Tekion is not responsible for business impact due to lack of data when the conversion timelines and data access milestones are not met by you.

6. To ensure that your system is ready for optimal pre Go-Live training to take place, we require you to lock your conversion scope (data mapping) no later than 6 weeks prior to Go-Live.

   1. There are limitations to the changes you can make in your current system after locking the conversion scope. Any changes or additions made in your current system may not be converted as expected or at all.
   2. For some products, the conversion cutoff date may differ from your Go-Live date. You are not allowed to create transactions in your current system after the cutoff date. Any transactions created after the cutoff date will not be converted and will not be available in Tekion.
   3. The mapping document is available upon request.
   4. Conversion data mapping change requests may be subject to additional fees and can result in launch timeline changes

Retail Validation (F&I Forms, Taxes, Fees and Tradebooks)

1. In this context, an F&I form is defined as a form (laser or impact) printing from ARC Desking or CRM applications

2. The Retail forms implementation includes:

   1. 30 standard forms

      1. A standard form is defined as common to a region, a major OEM or a major lender.
      2. Only when these provide formal written requests for changes which they require to fund a deal or register a vehicle, will Tekion make changes to the form and maintain its status as a “standard” form.
      3. When the multiple major lenders require varying configurations of the same standard form, each configuration of the form will be loaded and will only be counted once towards the allotment of 30 standard forms.

   2. 5 custom forms

      1. These are non-standard forms, contingent upon form owner licensing approval
   3. Additional forms can be purchased. The cost varies based on complexity. Additional terms and conditions may apply.

3. All laser forms must be approved by the licensor before being loaded into ARC. The verbiage on licensed forms cannot be changed or edited

   1. Tekion has a universal license for many forms, which are made immediately available to all dealers
   2. Some forms are licensed on a per-dealer basis, contingent upon unique requirements set by the licensor. Approval time can vary substantially.
   3. There are some forms where the licensor is unwilling to grant laser printing approval. For this scenario we are only able to load the form as an impact form or “blank laser” form only. Requests to load forms that do not have licensor approval to be loaded as a laser form will not be honored.
4. Any form available as a laser form will not be loaded as an impact form. Requests to load a laser form as an impact form will not be honored.

5. Except where expressly required by federal, state, OEM or lender mandates, all standard F&I forms will adhere to Tekion cosmetic standards:

   1. Text Fields are left justified. Number fields are right justified.
   2. Blank or non-applicable fields will print “N/A”
   3. Fields containing dollar values less than $1 will include the 0 (example: $0.25)
   4. Impact form font will be Courier, size 10
   5. Laser form font will be Helvetica Bold, size 10. Auto-sizing will be used based on the form’s specific field size

6. All F&I product forms which are available via any of the integrations below will not be loaded as non-integrated forms in ARC.

   1. Text Fields are left justified. Number fields are right justified.
   2. Direct integration with the product provider (Example: Assurant)
   3. Product Exchange Network (PEN)
   4. F&I Express (FIE)
7. If the product provider is not available via the above sources, we will load the form as a standard form. There may be some limitations including contract serialization, among others.

8. Non-F&I/CRM forms can be loaded as custom forms, but are not recommended due to impacts on system reporting or functionality in other areas of ARC

   1. Example: 8300 forms can be loaded in ARC Desking as a F&I form, but when done this way are not accessible through 8300 reporting from the accounting application.
9. Retail forms, taxes and fees are extraordinarily complex. There are scenarios where multiple people in a dealership are authorized to request form changes and additional forms. Because these requests can contradict previous requests and can incur additional costs when the number of standard or custom forms exceed the limits, we require a single person to be designated as the “Forms Champion”. The “Forms Champion” is accountable for signing off on all Retail forms and is solely authorized to request changes.

10. Forms will be validated and tested during implementation to ensure proper alignment to all form-specific fields. You will be responsible for certifying that these forms are properly aligned at the time of implementation.

    1. Once all forms are loaded into ARC, you will be asked to print each Retail form (laser and impact) using Tekion’s print architecture and will be given 5 days to request any changes to alignment based on the nuances of local printers.

       1. To prepare for this we recommend you familiarize themselves with your printers and procedures to calibrate and load papers for different paper sizes and types.

    2. 5 additional standard forms per OEM

       1. For every OEM on your ARC contract beyond the first, 5 additional standard forms are included.

    3. Any alignment issues that arise post-launch will be handled by Tekion Support

       1. Tekion is not responsible for any alignment problems that occur post-launch due to printer misalignment, human error, or any other changes to form fields or settings. Standard Support Service Level Agreements (SLAs) will apply to all forms alignment-related issues.

11. Retail Forms, Taxes and Fees “Validation”

    1. The modern retail environment is one where any dealer can have a customer from any state at any time. While we have a robust taxation and fee engine which is used by dealers and OEMs to quote, price and contract customers successfully from every state and to every state. For this reason, we are unable to validate every one of the dealer’s potential scenarios.

    2. During implementation, we will:

       1. analyze your last 6 months of deals.

          1. The states which in total comprise 80% of the deals will be thoroughly validated.
          2. The lenders which in total comprise 80% of the deals will be thoroughly validated.
          3. This is typically 2 states and 2 lenders

       2. For each of these scenarios, we need at least 1 funded deal jacket sample.

          1. The common variants of each scenario should include retail in-state, retail out-of-state, lease in-state, lease out-of-state, one pay lease, balloon, negative equity, etc.
          2. These deal jackets are ideally not older than 6 months but cannot be older than 9 months.

       3. For every one of these scenarios, we will recreate the deal in ARC and electronically export every form.

          1. The value in each field will match exactly as in the source form, except where we feel the value in ARC is more correct. This is not uncommon since taxes, fees and laws are subject to change over time
          2. Each one of these recreated deal jackets from ARC will be exported to PDF and provided to you. Any discrepancies will be highlighted.
          3. We can only proceed once all scenarios are signed-off by the Forms Champion.

Financial Operations

1. Conquest Implementations will receive one current year Financial Statement for each franchise OEM before the OEM’s first submission deadline after Go-Live.

   1. All other types of implementations (buy/sell, new point, and custom), will receive one current year Financial Statement for each franchise OEM.
   2. Non-OEM franchise dealerships will receive one current year NIADA Financial Statement within 30 days of go-live.

   3. Management Companies will receive one current year Financial Statement of choice within 30 days of go-ive.

      1. Fees will apply for additional Financial Statement requests.
      2. Additional Financial Statements may be purchased and take up to 30 days to complete.
      3. Lack of dealer participation in mapping direction and changes to the Chart of Accounts may delay the above-mentioned timelines up to 45 additional days.

2. The Standard Tekion DOC (G/L Report Builder) will be loaded prior to go-live

   1. Fees will apply for additional or Custom DOC (G/L Report Builder) requests.
   2. Additional or custom DOCs can be purchased and typically take up to 30 days to be completed.
   3. The Standard DOC template is available upon request
3. Each Implementation will receive up to three (3) hours of Financial Reporting training and support from a Specialist. This includes Financial Statement mapping, submission, statistical inputs, along with G/L Report Builder features.

Integrations

1. OEM and 3rd-Party integrations play a critical role in essential business functions. Therefore, each integration requires your dedicated attention to ensure it will be ready at Go-Live. Please note that each integration is unique as described below.

   1. Timeline: You must notify each integration partner of your transition date. Before and after Go-Live there are tasks which are provided by the integration partner and by Tekion. Each integration will require different tasks due on specific dates. These tasks will be provided to you by Tekion.
   2. Validation: For each integration (both OEM and 3rd-Party), there are different steps for confirming the integration is functioning as designed. Tekion will provide instructions for completing validation activities specific for each integration. You are required to participate in and confirm that all validation activities have been completed on time.
   3. Some integrations cannot be tested and validated until after Go-Live
   4. Tekion is not responsible for any business impact resulting from lack of dealer participation in testing and validation activities for all integrations.
2. For products and services that require OEM certification or program participation, you may elect to use these products at their own discretion. Tekion is not responsible for any business or financial impact that may arise related to lack of OEM certification or program participation.

Hardware, Networking and IoT

1. All hardware, networking, and IoT products are subject to specific pre-requisites, which will be outlined at the start of each implementation.

   1. You responsible for the following terms (as required) for all installations and will bear the full cost for such work. All work must be done in accordance with the minimum specifications for each product, provided by Tekion:

      1. Required electrical installation work, including materials and permits
      2. Required low-voltage (data cabling) installation work, including materials and permits
      3. Installation of any piece of equipment mounted above 10 feet from the floor.
      4. Our staff are not authorized to carry ladders. You will be required to provide a stepladder or standard ladder capable of installing devices up to 10 feet.
      5. On-site personnel for the installation of these products will not be able to assist with any other Tekion-related items while completing their work.

2. Tekion will install and test all hardware that requires it as part of the standard scope-of-work outlined in the project plan.

   1. For certain products, Tekion may determine that a dealer self-installation is the best implementation method along with step-by-step instructions and remote support.

3. Installations of individual products (except any that would impact business-critical systems) will take place during standard business hours (Monday to Friday, 8am to 6pm dealership local time).

   1. You may request, subject to availability, an after-hours installation of any product. If this request can be accommodated, hourly charges will apply on top of the standard installation fee.
   2. If a you request an on-site installation for a product that has been defined as a “self-install”, on-site implementation charges will apply.

4. You are responsible for certifying that all pre-requisites are already met or confirming the date of when these requirements will be met.

   1. You are responsible for certifying that all pre-requisites are already met or confirming the date of when these requirements will be met.
   2. If you do not meet these requirements and on-site personnel is dispatched to the location, a trip charge will apply and re-visit will be scheduled.
   3. Tekion is not responsible for any compliance penalties with other parties as a result of pre-requisites not being met by you.

Payroll

1. The payroll implementation will conclude when the second payroll batch is processed and posted to accounting.
2. There may be additional steps required to be completed prior to securing your payroll implementation date.
3. Due to the especially sensitive nature of payroll timing, the training schedule and prep work must be completed on the agreed upon schedule. Any delays may impact launch timing and/or issuance of payroll batches.

Hypercare

1. There are some system activities which take place only once per month or once per quarter. Hypercare is a service intended to provide additional training to users who perform these certain critical activities infrequently.
2. Hypercare is a bridge between Implementation and self-sustaining system utilization for these critical functions and is typically useful for managers and essential users. The list of critical areas can be provided upon request.
3. Hypercare services are available for the fixed duration outlined in your MSA.

Analytics

1. Each dealer that is contracted for Analytics will receive up to eight hours of Analytics training and support from an Analytics Product Specialist.

Ongoing Education

1. Tekion Certified Professional (TCP)

   1. The standard certification program includes training up to 16 Certified Professionals, up to 4 per department over 4 weeks.
   2. Additional weeks can be added for a fee

2. Tekion Virtual Academy (TVA)

   1. The Tekion Virtual Academy is an annual (12 month) service offering. The entire service amount is due upfront to start the service.
   2. Credits are redeemed for Virtual Academy training sessions. The number of training credits per training session can vary based on factors such as class content, user engagement and other factors. Each credit is valid for a single user to participate remotely in a Tekion Virtual Academy class.
   3. Participants agree to only use logins and credentials shared during the class. Access will be removed to the training environment at the end of class.
   4. For dealerships who renew their annual Tekion Virtual Academy service, they may be eligible for bonus credits at the then current bonus rate.
   5. Tekion has the right to terminate Tekion Virtual Academy access if we find that the credits have been redeemed for use to non-authorized users including vendors, users who are not employees of the dealership, or individuals who intend to provide information to other parties who are not solely focused on using the software in the dealership.
   6. All subscriptions will automatically be renewed annually. If you would like to stop the auto-renewal, the dealership must send cancellation notice within 30 days of the renewal date. By signing, you agree to authorize Tekion to automatically debit or charge your card-on-file for this service.