Co-Op Advertising Program

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1 Co-Op Advertising Program Dealers authorized to purchase and sell WaterCare products will not only benefit from shared print and electronic media costs, but will be permitted to apply or spend all or a portion of the funds they accrue for in-house sales programs/incentives, cost of certain merchandising items (sales displays, WaterCare branded clothing), outdoor billboard advertising, production costs of Co-Op materials, consumer promotion activities (fairs, home shows, etc.), Internet website development and maintenance, but not the monthly cost of Yellow Page or Yellow Book advertisements or the monthly cost of hosting or keeping a dealer s website on the Internet. Following are the particulars as to how this program operates. Simply put, we will contribute (match) from 2% up to 3% on a sliding scale of a Clear Choice Water Group dealer s purchases on select household conditioners, softeners, filters, UV systems, reverse osmosis drinking water systems, tank filtration, and select commercial softeners, conditioners, and filtration systems. We will provide a 1.5% match on all other products and parts (excluding literature, water testing packages, test kits and supplies, filter cartridges, chemicals, and items that are currently classified as industrial products) purchased through our company. Dollars will accrue to the dealer s benefit for purchases made on a quarterly calendar basis and must be spent (invoiced) within and no later than the immediate following quarter. We agree to split the cost of the standard qualified promotional or advertising activity on a 50/50 basis with the dealer up to the amount accrued for purchases made during the quarter as defined above. At our discretion, we may, from time to time, contribute a financial amount over and above our obligation to ensure the success of a dealer s particular advertising or promotional campaign. Available monies that are not spent as described above do not accumulate to the benefit of the dealer. However, in an effort to help dealers accumulate more buying power, the quarterly spending deadline may be waived for the purchase of major branding initiatives (vehicle ID, building signage, billboard advertising, etc. that encompass the WaterCare stylization) provided the request is approved by Water- Right s marketing department. Under this arrangement funds would be permitted to accumulate from quarter to quarter to be spent within the calendar year. Any Co-Op dollars that are not spent in the current year would be forfeited as per the terms of the standard policy. To better assist the dealer in cover the costs of these larger branding projects, Water-Right will split the cost of these projects on a 75/25 company to dealer ratio up to the amount accumulated in the dealer s Co-Op fund. Competitive water treatment dealers who convert their business over to the Clear Choice Water Group business model, or existing Water-Right dealers who apply and are subsequently authorized to convert their household residential business to the WaterCare product line, will not be totally subject to the standard 50/50 matching Co-Op fund. Rather, we will split approved advertising for the first full year from the date of authorization on a 75/25 matching basis, and at a 5% matched percentage in lieu of the 3% matched percentage on equipment that qualifies for or is subject to this matching percentage. We are aware of the costs to integrate and leverage the WaterCare brand into a dealer s respective business.

2 Hence, the reason we are granting this temporary dispensation. After the one year period the special dispensation reverts back to the standard allowance. In order for a dealer to be reimbursed at the 75/25 ratio, he or she must clearly demonstrate that the percentage increase is attributable to incorporating the WaterCare brand into their business operation. Business cards, truck decals, clothing and apparel, website enhancement/modification, business stationary, and letterhead are just a few examples of what would qualify for the special dispensation. In addition to the above, a Clear Choice Water Group dealer will be permitted to accumulate funds earned over the course of the calendar year if the funds are used to offset the cost of major business projects that help integrate or promote the product brand. Major projects would consist of, but not limited to, pole signs, vehicle identification, building sign, etc. This allowance or deviation in program parameters must be pre-approved by the dealer s regional sales manager, and will be subject to the 75/25 split. Funds that are left to accumulate but not spent under the pre-approved arrangement do not roll over into the new calendar year. Additionally, dealers interested in advertising or promoting new technological innovations (W.E.T., ozone, Inch Worm, etc.) within their business can take advantage on an ongoing basis the 75/25 matching split in support of their efforts to raise or create greater interest and awareness by consumers in the products offering this technology. Please note that we will not contribute on behalf of the dealer any Co-Op credits into the fund at the above mentioned 5% matched percentage until such time the dealer has been officially authorized to purchase and sell the WaterCare product line. Purchases made prior to the official authorization date will be subject to the standard 3% cap. Since our interests lie in building and maintaining the overall strength of our Clear Choice Water Group dealer network, we reserve the right, when applicable, to share the advertisement submitted for reimbursement with other dealers in the network. Dealers authorized to carry WaterCare products may find that their advertisements will be posted on the dealer section of the watercare.com website as examples for other authorized dealers to use should they choose to do so in their advertising initiatives. To be eligible for Co-Op reimbursement, a dealer must utilize Co-Op monies to promote the sale and use of the products we manufacture or distribute within his or her respective AAR (Assigned Area of Responsibility). Advertising and promotion of competitively manufactured products will not be eligible for Co-Op funds. From time to time a dealer may, at its sole discretion, form a temporary Co-Op group with one or more Clear Choice Water Group dealer in an effort to maximize the frequency and/or reach of a given advertising initiative. We do, however, reserve the right to establish designated Co-Op groups if deemed necessary to effectively develop the sale and use of our products and services within a specified marketplace, area or region.

3 By its scope, comparative advertising encourages dealers to be innovative in their efforts to differentiate their offerings and increase their presence in the market. We recommend, however, that when doing so a dealer uses extreme caution in light of recent changes in trademark law. False or even mildly misleading descriptions or representations of a competitor s product can be considered unfair trade practices. When comparing products, make sure the comparisons are made on specific differences between the product; that they are noteworthy, and not insignificant in nature. Failure to do so could be deemed by a competitor as grounds for legal action. Advertising and Promotional Standards A Clear Choice Water Group dealer is not required to be a member of the Water Quality Association (WQA). We highly suggest, however, that you consider joining this organization so as to avail yourself of the many advantages this organization has to offer. Whether you are a current member, considering membership, or decline to join this organization, you will nonetheless be expected to adhere to the marketing (advertising) guidelines cited in the Water Quality Association s Code of Ethics as well as those mandated by applicable state laws. WQA s Code of Ethics requires, and we quote verbatim: Advertisements or marketing materials and practices, either verbal or written, shall be true and accurate in their entirety. Not only shall each sentence or statement, standing alone and separately considered, be literally true, but the combined overall effect of the materials shall also be accurate and not misleading. The composition of advertisements or other forms of product promotion materials shall be such as to minimize the possibility of being misleading. Product performance or benefit claims shall not be placed in advertisements or promotional materials or used in sales presentations to give the impression that they apply to additional or different merchandise when such is not the fact. Pictures, exhibits, graphs, charts or other portrayals used in product marketing shall not be used in a false or misleading manner. Facts shall not be omitted from product advertising or marketing material or practices if the result would be to mislead or to misrepresent. Product performance, benefits or other claims, either written or verbal, shall be based on factual data obtained from tests conducted by technically competent personnel utilizing verifiable scientifically valid test procedures. These data must be available in writing at the time such claims are made. Reimbursement Requirements To be eligible for reimbursement from the Fund: 1. All advertising and promotional plans must be approved by the Clear Choice Water Group prior to placement or implementation. This still holds true of advertising that may have been approved for Co-Op in the past that you are reusing for circulation. We have a vested interest in ensuring that advertising and promotional plans are in compliance with trade association and media requirements. These standards are ever changing and Water-Right needs to make sure all the information promoted is current. (It is solely the dealer s responsibility to ensure that all ads placed are legal and comply with state and local standards.) The proposed advertisement or outline of

4 the promotional program must be forwarded directly to the Clear Choice Water Group division, Attention Melanie Jayjack, 1900 Prospect Court, Appleton, WI 54914, at least two (2) weeks prior to ad placement or scheduled activity to ensure there is adequate time to review the request. The Clear Choice Water Group will ensure that the information submitted is forwarded to your assigned regional sales manager so he is made aware of the proposed plan. Subsequent to review, we will send you confirmation that the proposed activity was received and has been approved or denied. If the request for reimbursement is denied, we will advise you as to why it was denied and what changes or steps can be taken to bring it into compliance. You can submit the advertising or promotional plans by mail, fax ( ), or 2. Advertisements and promotional events must be primarily dedicated to promoting the household and commercial products sold by our company. All advertisements submitted for reimbursement must be at least seventy five percent (75%) devoted to water treatment products, and must conspicuously mention the WaterCare brand in or on the advertisement. Any offer or mention of a water treatment product manufactured or distributed by another (competitive) company in either name, service mark or trademark will not be deemed eligible for Co-Op funds. Other non-water related products may be mentioned or offered in the advertisement, but must be conspicuously subordinate to the water treatment products being promoted for sale or lease. 3. All requests for reimbursement must be forwarded to the Clear Choice Water Group no later than 90 days from date of placement. 4. Ads can not be changed in any manner subsequent to final approval. 5. All registered trademarks (, ) of our company must be used appropriately when use of the mark is required (e.g. WaterCare, Crystal-Right, Making Water Good for Life ). Submitting a Claim for Reimbursement When submitting a claim for reimbursement, you will need to complete the Co-Op Reimbursement Claim Form. The form requires that you provide the following information: Date Date of Advertisement or Promotional Run Dealer Name Copy of Ad(s) Address, City and State Invoice From Publisher Noting Cost of Advertisement Authorization Date from the Clear Choice Water Group Signature Of Authorized Party The Co-Op Reimbursement Claim Form can be either mailed, faxed or ed to the Clear Choice Water Group as noted above. A credit will be posted to your account within a week from receipt of paperwork.

5 ;skdjfpoaiusdf Marketing Support and Materials asdfasdgfasdfzxczdgasd We realize the importance image plays in how a business is perceived by its customers. Over the years, we have developed literature, manuals and selling tools that have enabled our dealers to manage their business with greater ease, efficiency and profitability. In the eyes of your customer, these aids enhance the perceived value of your business and that of your supplier. All Clear Choice Water Group dealers will enjoy our expanded support materials offering. All Clear Choice Water Group dealers authorized to sell WaterCare products will have access to an array of resources via the exclusive Dealers Only section of the WaterCare website: watercare.com. You will also find additional aides including but not limited to branded clothing, posters, logos and product photography created exclusively to help you effectively market the WaterCare product line. For security each dealer will be assigned a password allowing them to access an array of materials that will assist in driving additional business. Our advertising section will make available newspaperready ads/articles, radio scripts, direct mail pieces, free standing inserts and canvas pieces that when used will create interest and desire on the part of the consumer for the products and services you offer. For dealers wanting a website that uniformly ties in or mirrors our WaterCare brand website, they can take advantage of a template offered through a web company we have partnered with. The template offers a Clear Choice Water Group dealer the opportunity of working with our web partner to complete a full website by providing information specific to the products and services their company offers. We have also taken the guess work out of it by negotiating an attractive rate that is of benefit to a dealer. Dealers interested in learning more about this template should contact their regional sales manager or the network s creative director, Melanie Jayjack at melanie.jayjack@water-right.com. For those dealers who plan to simply augment their existing site to incorporate WaterCare trademarks and products, it is suggested that steps are taken to host a hyperlink that will link the consumer to the WaterCare brand website to learn more about the features and benefits of the WaterCare Series product line. Since these products are exclusive to dealers authorized to sell and service the WaterCare Series product line, no mention of these products will be made on any other company division websites.