Services and Pricing Schedule

This Schedule sets the Vigilis service catalog and definitions, the resources and response levels at each subscription tier, the service levels, the optional Field and Engineering Services terms, and the pricing. It is incorporated by reference into the Vigilis Services Master Services Agreement (the “Agreement”) and each Order Form and Statement of Work under Section 3.6 of the Agreement. The services under management for a customer are recorded in that customer’s Order Form (Exhibit A-1, Managed Inventory). Capitalized terms used and not defined here have the meanings given in the Agreement.

1. Structure of the Subscription

Vigilis is provided as a subscription. Each paid tier includes the full managed-services catalog in Section 2; the tier determines managed-services capacity, dedicated staffing, response service levels, review cadence, and the managed-spend band, not which services are available. Every tier includes access to the Vigilis platform, governed by the Vigilis Platform Terms (Section 6). Two items are priced separately as add-ons on any tier: Bandwidth on Demand (per connection) and, below the Enterprise tier, API/SSO/MCP integration (Section 7.4). Field and Engineering Services (Section 5) are an optional, separately ordered offering under a Statement of Work, not part of the subscription.

2. Services Defined

The managed-services capacity at each paid tier covers ongoing management of the customer’s existing telecom services within the managed base, without a per-ticket charge. Which resources and response levels a customer receives is set by tier in Section 3.

2.1 Onboarding. A structured transition of in-scope services into active management: intake and discovery, provider configuration and Letter of Agency execution, invoice ingestion and inventory population, and validation through go-live, at which point in-scope services are active in the platform and the customer has portal access.

2.2 Expense Management. Vigilis collects, processes, and uploads invoices each billing cycle and validates them against contracted rates, expected recurring charges, and historical patterns, flagging new or unexpected line items, duplicate charges, and billing for disconnected services. Identified variances are ticketed with a recommended action; the customer approves any vendor dispute or credit request. Usage-based charges are validated only where the customer provides usage data.

2.3 Billing Ticket Management. Vigilis opens billing tickets with providers for errors, missing credits, or disputed charges, coordinates the vendor resolution, tracks status, and confirms approved credits on subsequent invoices before closing.

2.4 Managed MACD. Vigilis manages Moves, Adds, Changes, and Disconnects (provisioning, reconfiguration, deactivation, and removal) for in-scope services.

2.5 Project Coordination. A coordinator maintains a project plan, runs kickoff and status reviews, tracks milestones and risks, manages scope changes, coordinates with vendors on installations, changes, and trouble resolution, and documents service configurations.

2.6 Customer Success and Advisory. Ongoing guidance from the customer’s Vigilis team: periodic business reviews (Section 2.11), spend-optimization recommendations, escalation ownership, and user training at the tiers with a dedicated Customer Advisor (Section 3).

2.7 Asset and Inventory Management. Vigilis maintains an inventory of in-scope IT and telecom assets, tracks asset lifecycles, performs periodic inventory audits, and provides utilization and end-of-life recommendations.

2.8 Contract Management. Vigilis monitors vendor contracts for in-scope services, alerts the customer to renewals in advance, reviews active contracts, and negotiates terms subject to the customer’s approval. Vigilis presents options and recommendations but does not execute agreements on the customer’s behalf without written authorization.

2.9 Ticket Escalation. Vigilis serves as the escalation point for support tickets on in-scope services, tracking escalated tickets, coordinating with vendors, and keeping the customer’s team informed through resolution.

2.10 Managed Carrier Automation (Vigilis Flux). Vigilis provides automated management and provisioning of carrier services through the Vigilis platform where a supported carrier API is available: scheduled and on-demand service and bandwidth changes, self-service through the platform interface, and monitoring with audit logging. The customer authorizes these actions and is responsible for resulting Carrier Charges; this capability is governed by the Vigilis Platform Terms.

2.11 Business Reviews. Vigilis conducts periodic business reviews at the cadence in Section 3, covering service performance, opportunities, and action items.

Out of scope. Net-new sourcing, procurement, and RFP engagements are not included in the subscription and are available under a separate engagement. Net-new project work the customer wants Vigilis to deliver directly is contracted under a Statement of Work (Agreement Exhibit B).

3. Tier Resources and Response Levels

Essentials is self-serve software access with the Section 2 platform-delivered capabilities and email support; it carries no managed-services staffing.

4. Service Levels

4.1 Tier service levels. Response service levels and review cadence by tier are in Section 3.

4.2 SLA categories.

4.3 Priority definitions. P1, Critical (service down; significant business impact); P2, High (major function unavailable; significant degradation); P3, Medium (moderate impact; workaround available); P4, Low (minor issue). The response level for each priority is the tier response time in Section 3 unless a different target is set in the Order Form.

4.4 Credit structure. Where a service credit applies, the default is a percentage of the monthly recurring fee, scaled to the severity of the miss, capped under Agreement Section 4.3 and as Customer’s sole and exclusive remedy under Agreement Section 4.2, with the excluded events in Agreement Section 4.4. Credits apply to the tier response service levels in Section 3; the Service Level Objectives in Section 4.5 are not credit-bearing.

4.5 Service Level Objectives. The following are operational objectives Vigilis works to. They are best-efforts targets, not credit-bearing SLAs; the sole remedy for a missed objective is a written corrective action plan within ten (10) business days identifying root cause and remediation. “Business Hours” means 9:00 AM to 6:00 PM ET, Monday through Friday, excluding Provider holidays. Objectives are measured monthly, except asset-inventory and contract-review objectives, which are measured quarterly.

5. Field and Engineering Services (Optional)

Field Services and Engineering Services are an optional offering ordered under a Statement of Work (Agreement Exhibit B); they are not part of the subscription. The terms in this Section apply only where such work is ordered and may be struck where a customer will not use them.

5.1 Definitions. “Field Services” means work performed at customer or third-party sites involving the physical presence of Vigilis personnel or subcontractors: installations, decommissions, moves/adds/changes, smart-hands, site surveys, inventory verification, and equipment delivery and installation. “Engineering Services” means design, integration, capacity-planning, architecture-review, and technical-documentation work performed remotely or on-site.

5.2 Site access and safety. The customer provides reasonable site access, including escorts where its security policies require, and is responsible for site safety conditions and for warranting that sites comply with applicable health, safety, and building codes. If Vigilis personnel reasonably believe a site is unsafe, Vigilis may decline to perform there until the issue is remedied.

5.3 Property and equipment. Vigilis exercises reasonable care and is liable for direct damage to customer property caused by its or its subcontractors’ negligence in Field Services, subject to the liability cap in Agreement Section 15. The customer remains responsible for its equipment except where Vigilis works on or with it in a manner creating a foreseeable risk of damage, and must disclose high-value equipment (over $25,000 per item) before work begins.

5.4 PPE and workplace safety. Vigilis personnel and subcontractors use appropriate PPE and standard tools and comply with applicable OSHA and other workplace-safety laws. Non-standard PPE a site requires is the customer’s responsibility to provide or specify.

5.5 Field-services insurance. During any SOW involving Field Services, Vigilis maintains at least: Commercial General Liability $1,000,000 per occurrence / $2,000,000 aggregate; Automobile Liability $1,000,000; Workers Compensation (statutory); Employer’s Liability $1,000,000; and Umbrella/Excess $2,000,000 / $2,000,000. Vigilis uses commercially reasonable efforts to name the customer as an additional insured on the General Liability and Automobile policies for such work and provides certificates on request. Coverage above these minimums required by a site, industry, or project is specified in the SOW at the customer’s incremental cost. Subcontractors performing Field Services carry no less than these minimums.

5.6 Engineering scope, inputs, and acceptance. Engineering Services and acceptance criteria are defined in the SOW; on-site engineering is subject to 5.2 through 5.5 to the extent applicable. The customer provides reasonable access to current-state documentation, inventory, configuration data, vendor contacts, and decision authority; Vigilis’s timeline and fees assume their reasonable availability and accuracy. Where the SOW is silent, Engineering Deliverables are deemed accepted ten (10) business days after delivery unless the customer gives written notice of specific deficiencies. Engineering methodologies and tools are governed by Agreement Section 10.2; scope changes follow Agreement Section 3.4.

6. Vigilis Platform

The Vigilis platform is included in every subscription tier at no platform fee. Access to and use of the platform, including its features, availability target, authorization scope, responsibility for Carrier Charges, and data handling, is governed by Agreement Section 5 and the Vigilis Platform Terms, incorporated by reference. Bandwidth on Demand (Vigilis Flux), the platform’s automated bandwidth management feature, is a paid add-on priced in Section 7.4 and available on any tier. Underlying carrier capacity provisioned through the platform is billed by the carrier and is not part of the subscription.

7. Pricing and Fees

7.1 Subscription tiers. The tier is set by Telecom Spend Under Management (Section 7.2).

Annual billing provides two months free (about 17% off the monthly rate) and waives the setup fee. Essentials is self-serve; paid tiers begin with a scoping call to confirm the baseline and onboarding.

7.2 Tier measurement (TSUM). The tier is set by the customer’s total monthly Telecom Spend Under Management: the monthly recurring charges across all services under Vigilis management, as recorded in the Managed Inventory (Order Form Exhibit A-1). The attestation, 90-day verification, baseline lock, 20% collar, re-tier, and renewal re-baseline mechanics are set in Agreement Sections 8.11 and 11.2 and are not restated here; the tier bands and rates are as published in Section 7.1.

7.3 Setup and onboarding fees.

The setup fee is waived with annual prepayment (Agreement Section 8.11(f)).

7.4 Add-ons. Add-ons apply on top of any tier.

• Bandwidth on Demand (Vigilis Flux): $15 per connection per month. The platform capability is included at no platform fee; this charge applies per connection placed under active Bandwidth on Demand. Metered monthly on active connections and billed in arrears.
• API / SSO / MCP integration: included at the Enterprise tier; a paid add-on on every other tier, quoted per engagement.

7.5 Fair use of “unlimited” processing. Unlimited AI invoice parsing applies to the customer’s own telecom invoices for services under management, up to 1,000 invoice documents per month, a fair-use backstop (not a metered charge) that ordinary use will not approach. Enterprise volumes are set in the Order Form. Automated bulk processing, or processing invoices that are not the customer’s own, is not permitted.

7.6 Carrier-funded fee waiver. Where Vigilis serves as the customer’s agent of record on the carrier services under management, the Order Form may waive the subscription fee (typically the Essentials tier at $0). The waiver continues while Vigilis remains agent of record on those services and the services remain active. If the waiver lapses, Vigilis may reprice the engagement to the then-published rate for the applicable tier on sixty (60) days’ written notice. A partner-funded waiver under an executed Deal Schedule follows the duration and lapse terms of that Deal Schedule (Order Form Section 3); on lapse, the same 60-day reprice applies. Where a subscription fee is waived, the Early Termination Amount is $0 (Agreement Section 12.5).

8. Billing and Payment

Billing and payment are governed by the Agreement and are not restated here: recurring fees auto-charge to the payment method on file (Agreement Section 8.4); non-recurring fees, including setup, pass-through costs, and project work, are invoiced Net 30 (Section 8.6); taxes per Section 8.9; carrier and pass-through charges per Section 8.2. Paid tiers run a one-year initial term, auto-renewing per Agreement Section 12.1 with 60 days’ non-renewal notice. Month-to-month is available on paid tiers at the monthly rate with the setup fee applied; it carries no price lock and no Early Termination Amount (Agreement Sections 8.11(c), 12.5) and may be repriced on 30 days’ notice. An Order Form may specify alternative terms.

Incorporated by reference into the Vigilis Services Agreement and each Order Form and Statement of Work under Section 3.6 of that Agreement. Supersedes all prior versions of this Schedule.