The engagement

How the build actually runs.

Five stages. Stage 0 decides whether to build at all. Stages 2 and 3 run alongside the design work. Most builds run four to six months. A compressed path runs three.

Rareview builds the operating model, the contracts and the controls. I stay directly involved from the readiness work through the first live transaction.

03 weeks

Decide

Should you build it?

Fixed fee, credited against the build

What principal is worth against your spend base: addressable channels, realistic penetration, contribution across years one to three
Capability and systems gaps across deal capture, contract management, billing, ledger and planning
Which client agreements already permit principal transactions, which prohibit them, which require consent before anything is offered
A go or no-go recommendation, and a build roadmap if it is a go

You receiveReadiness report · economics model · build roadmap · board-ready recommendation

16–8 weeks

Design

How should it work?

Legal entity, tax and payroll architecture: what sits in the new entity, what stays with the parent
Systems of record and the integration spec, from deal capture through to planning
Separation architecture: coding and naming conventions, separate ledger, consolidation path
The full transaction model across all six stages, with both billing paths designed
The decision register: every unresolved treatment with a named owner and a launch gate

You receiveProcess narrative · systems and integration map · process flow · decision register with recommended starting positions

24–6 weeks

Protect

How do you keep the margin without taking unmanaged risk?

Runs alongside Design

Media-owner master term sheet: sequential liability, back-to-back terms, cancellation alignment, make-goods, rate holds, client-benefit and added-value ownership with the matching client disclosure, audit rights, set-off
Client disclosure and opt-in schedule, in plain language, written to be read and kept by the client
The benefit measurement standard: the baseline every savings figure is measured against, agreed with the client in advance so the figure can be independently verified
The margin waterfall, with every line classified for Finance
Delegation of authority and the exception matrix: a named approver and a proceed-or-hold rule for each
Media-owner communication standards: who is authorised to commit the entity, and what is confirmed in writing on every buy
Gross versus net position paper: whether the risk and control the entity actually retains support gross presentation, documented for the auditor, including how the sequential-liability and payment-release terms bear on that conclusion
Client credit policy: assessment, exposure caps, security ladder, rolling monitoring across concurrent flights
The weekly credit exposure report, built and handed over
Cost, deposit and prepaid treatment matched to actualisation rather than straight-lined
Tax readiness brief covering resale taxability and intercompany transfer pricing

You receiveBuy-side term sheet library · opt-in schedule · benefit measurement standard · waterfall model · authority and exception matrix · position paper · credit policy · exposure report · controls set · tax readiness brief · journal entry set

34–6 weeks

Launch

Can the team actually run it?

A pilot deal run end to end, origination through reconciliation, with Rareview alongside
Commercial enablement: how Sales and Client Service present the model, the opt-in and the benefit election, using disclosure language written and approved by Finance and Legal, with Finance available to the client on request
Billing, RevOps and Accounting training on the codes, the gates and the mixed-estimate rule
Launch gate sign-off against the decision register, then a 90-day review

You receiveCompleted pilot deal · commercial playbook · operations and billing playbook · launch gate sign-off · 90-day review

Govern

Does it still work once volume grows?

Monthly, 12-month term

Quarterly control review and exception audit
Credit exposure and margin review
Buy-side term benchmarking as the entity scales into new channels and owners
Client audit and review readiness: confirming the consent records, baselines, reconciliations and benefit calculations are complete and retrievable before a client asks for them
Standing access for deal-level escalations

§ Operating model

Six stages. Every one has a finance consequence.

This is the spine of the build. The full process narrative documents each stage system by system, with the treatment, the control and the owner at every step.

Stage	What happens	Finance treatment
1Setup	Entity stood up, coding and naming conventions established, systems configured	New entity in consolidated reporting, separate trial balance and ledger
2Originate & contract	Deal captured and identified as principal, buy-side and client agreements executed	Routed to the entity. Credit assessment and exposure limits applied, and client consent documented before the buy
3Procure inventory	The entity buys the media as principal, deposits where the owner requires them	Deposits carried as prepaid and drawn down against each buy as media actualises, not straight-lined
4Sell & bill	Sold to the agency for pass-through clients, or invoiced direct where the entity is the counterparty	Entity on the invoice face. Vendor-level detail retained intact and produced under the audit rights on the scope the opt-in schedule sets out
5Recognise	Revenue and media cost recognised on the entity, coded to client and pod	Gross or net per the position paper. Where gross, revenue with media cost of goods sold and net margin reporting
6Reconcile & report	Vendor detail matched to the principal code, client benefit applied, results consolidated	Vendor payment released on the terms the buy-side agreement sets, once reconciliation ties out 100%. Where those terms leave the entity funding the position, the exposure sits under the credit policy

§ Decision register

Over thirty decisions, each with an owner and a gate.

A sample of what sits in the register, and when each one has to be settled.

Decision	Owner	Gate
Gross versus net recognition given media cost of goods sold	Technical Accounting	Blocker
Whether the risk and control retained under the sequential-liability terms support gross presentation	Legal + Technical Accounting	Blocker
Sales tax treatment under a principal resale model	Tax	Blocker
Media-owner master agreement template	Legal	Blocker
Client credit policy, exposure limits and security requirements	Finance / Credit	Before first opt-in
Client-benefit and added-value ownership, disclosure and client sharing	Finance + Legal	Before first opt-in
Back-to-back payment terms and float policy: where the entity funds the position, how it is priced and approved	Finance	Before first IO
Cancellation window alignment, buy side against sell side	Legal	Before first IO
How client benefit is captured, recognised and credited	Finance	Before first invoice
Transfer pricing between the entity and the parent	Tax	Before month-end close
Foreign exchange treatment for non-USD inventory	Accounting	Next phase

Eleven shown. The full register, the recommended positions and the reasoning behind each are part of the engagement.

§ Next step

Start with 30 minutes.

Tell me your managed media spend, where you think principal fits and what your client agreements look like. I will give you an initial view of the economics, the obvious blockers and whether I think it is worth pursuing.

No deck. No sales process. If I do not think you should build it, I will tell you.

Start a conversation →

DJ Martin Founder, Rareview Advisory Group [email protected] 475 266 9708 LinkedIn →