Services and Pricing Schedule

This Schedule sets the Vigilis service catalog and definitions, the resources and response levels at each subscription tier, the service level objectives, 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 staffing, acknowledgment objective, review cadence, onboarding level, 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 quote or Statement of Work, not part of the subscription.

2. Services Defined

Each service in this Section 2 is performed with respect to the customer’s Eligible Services. “Eligible Services” has the meaning given in Agreement Section 2 and comprises the services recorded in the Managed Inventory (Order Form Exhibit A-1). Every service in this Section 2 is included in the monthly subscription fee at every paid tier and is not billed separately, except that Project Management (Section 2.5) and Customer Success and Advisory (Section 2.7) are performed at the tiers that carry the staffing in Section 3. Only Field Services and Engineering Services (Section 5) are ordered and billed separately. Each definition below states what Vigilis does, in the order it is done.

2.1 Onboarding. Vigilis brings Eligible Services under management in four steps. Intake: Vigilis collects the customer’s carrier account numbers, contracts, recent invoices, site list, and contacts. Authorization: the customer executes the Carrier Letter of Agency and any carrier-specific agency form, and Vigilis registers as agent of record with each carrier. Load: Vigilis ingests the invoices, builds the Managed Inventory by site and service, and validates it against the contracts and invoices. Go-live: Vigilis grants portal access, confirms the inventory with the customer, and delivers the first monthly expense report. At Essentials the customer performs intake and load in the platform and Vigilis performs none of the steps. At Starter, Vigilis performs authorization and load from the materials the customer provides. At Growth and above, Vigilis performs all four steps; at Professional and Enterprise a dedicated Project Manager runs onboarding as a project under Section 2.5.

2.2 Expense Management. Each billing cycle Vigilis: (a) collects the invoices for Eligible Services from carrier portals, carrier email delivery, or customer upload; (b) processes each invoice into the platform at the line-item level; (c) validates each charge against the contracted rate, the Managed Inventory, the expected recurring charge, and the prior cycles; (d) detects variances: new or unexpected line items, rate changes, duplicate charges, charges for disconnected services, and credits that were promised but not applied; (e) opens a ticket for each variance stating the finding, the amount, and a recommended action; (f) on the customer’s approval, disputes the charge with the carrier under Section 2.3; and (g) delivers, by the 15th of each month, an expense report for the prior month showing spend by carrier and site, variances found, and credits recovered. Usage-based charges are validated only where the customer provides usage data.

2.3 Billing Ticket Management. For each approved dispute Vigilis: opens the billing ticket with the carrier; supplies the invoice, contract, and inventory detail that supports it; follows up with the carrier until the carrier rules on it; records each status change in the platform; confirms the credit on a subsequent invoice; and closes the ticket. Where the carrier denies a dispute, Vigilis reports the denial and the reason to the customer with a recommended next step.

2.4 Managed MACD. For each move, add, change, or disconnect on an Eligible Service Vigilis: confirms the request, site, and technical detail with the customer; obtains the carrier quote or change confirmation and presents it for approval; submits the order to the carrier on approval; tracks the order through firm order commitment, installation, and test and turn-up, coordinating the local site contact; updates the Managed Inventory; and confirms the billing change on the next invoice under Section 2.2.

2.5 Project Management. Project Management covers an initial implementation: the net-new build, migration, or deployment that brings services into production. At the tiers with a dedicated Project Manager (Section 3), Vigilis: prepares the implementation plan; runs kickoff and steering reviews; sequences the work across the customer, Vigilis, and third parties (carriers, vendors, subcontractors); tracks milestones, risks, and dependencies; manages scope changes by change order; escalates with carriers and vendors; and delivers closeout documentation. Project Management is included in the subscription at those tiers and is not billed separately, regardless of the number of sites or the duration of the implementation. Field Services and Engineering Services performed within a project are ordered and billed separately under Section 5.

2.6 Project Coordination. Project Coordination covers ongoing work after implementation at every paid tier. Vigilis: maintains the customer’s task plan and runs status reviews; processes single-site orders and changes under Section 2.4; manages provider enablement and the Letter of Agency with each carrier; administers carrier portals and API connections; manages bandwidth changes on Eligible Services; and documents service configurations in the Managed Inventory.

2.7 Customer Success and Advisory. At the tiers with a dedicated Customer Advisor (Section 3), Vigilis: runs the business reviews in Section 2.12; prepares spend-optimization recommendations from the expense and inventory data; owns escalations on the customer’s behalf; and trains the customer’s users on the platform.

2.8 Asset and Inventory Management. Vigilis: maintains the Managed Inventory for each Eligible Service by site, including carrier service identifier, bandwidth, addressing, demarcation, and term dates; records each change as it is processed under Sections 2.4 and 2.6; reconciles the inventory against invoices each cycle under Section 2.2; and reports utilization and end-of-life recommendations in the business reviews.

2.9 Contract Management. Vigilis: records the term, renewal, and notice dates for each Eligible Service; alerts the customer at least ninety (90) days before a term end; reviews the renewal pricing and terms against the market; and negotiates renewal terms with the carrier subject to the customer’s approval. Vigilis presents options and recommendations but does not execute agreements on the customer’s behalf without written authorization.

2.10 Ticket Escalation. For a trouble condition on an Eligible Service Vigilis: opens the trouble ticket with the carrier or escalates a ticket the customer has opened; supplies the circuit and site detail the carrier needs; follows the carrier’s ticket to restoration; keeps the customer informed at the cadence in Section 4.3; and closes the ticket on the customer’s confirmation that service is restored.

2.11 Managed Carrier Automation (Vigilis Flux). Where a supported carrier API is available, Vigilis provides automated management and provisioning of carrier services through the Vigilis platform: 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.

2.12 Business Reviews. At the cadence in Section 3, Vigilis reviews with the customer: spend by carrier and site and the trend since the last review; variances found and credits recovered; inventory changes; upcoming term ends and renewal recommendations; open tickets and projects; and recommendations for the next period.

Out of scope. The following are not included in the subscription: (a) Field Services and Engineering Services, which are ordered and billed separately under Section 5 (subject to any allowance stated in the Order Form); (b) net-new sourcing, procurement, and RFP engagements, available under a separate Navigo engagement letter; and (c) any work with respect to services that are not Eligible Services, which is quoted and billed separately under Agreement Section 3.7. For the avoidance of doubt, Project Management (Section 2.5) and Project Coordination (Section 2.6) are included in the subscription and are not billed separately, whatever the size or duration of the project; Field Services and Engineering Services performed within a project remain separately ordered under Section 5.

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. Staffing is assigned from the Vigilis team; a “dedicated” resource is named to the customer’s account and is the customer’s primary contact for that function.

4. Service Level Objectives

4.1 Nature of these commitments. Everything in this Section 4 is a Service Level Objective: an operational target Vigilis works to. Objectives are not warranties or guarantees and carry no service credits. Vigilis does not own or operate the underlying carrier networks and does not commit to restoration of a carrier service. The sole remedy for a missed objective is a written corrective action plan delivered within ten (10) business days identifying root cause and the remediation Vigilis will undertake, per Agreement Section 4.2. “Business Hours” means 9:00 AM to 6:00 PM ET, Monday through Friday, excluding Vigilis holidays.

4.2 Acknowledgment. The acknowledgment objective for each tier is in Section 3 and applies to every ticket. A ticket is acknowledged when Vigilis confirms receipt to the customer and assigns it.

4.3 Escalation and updates. Where a ticket on an Eligible Service requires carrier or vendor action, Vigilis escalates to the carrier or vendor within one (1) business day of acknowledgment. Vigilis gives the customer a status update at least weekly until the ticket is closed, and at least daily while an Eligible Service is down. Customer understands and agrees that these objectives measure Vigilis actions, not carrier or vendor restoration or response times, which are outside Vigilis control and may exceed the periods stated here.

4.4 Operational objectives. The following apply in addition to Sections 4.2 and 4.3. Time runs during Business Hours except where an objective is stated on a 24/7 basis in Section 3 or as a monthly measure.

4.5 Exclusions. The objectives in this Section do not apply, and no corrective action plan is owed, where a miss is caused by customer non-cooperation, third-party services outside Vigilis’s control, carrier or vendor failures or API outages, force majeure, scheduled maintenance, or customer-requested change windows (Agreement Section 4.4).

5. Field and Engineering Services (Optional)

Field Services and Engineering Services are an optional offering ordered under a quote accepted under Agreement Section 3.7 (Agreement Exhibit B) or a Statement of Work; they are not part of the subscription. The terms in this Section apply only where such work is ordered.

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 workplace-safety laws, including OSHA in the United States and the equivalent occupational health and safety legislation in any other jurisdiction where work is performed. Non-standard PPE a site requires is the customer’s responsibility to provide or specify.

5.5 Field-services insurance. During any quote or 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, or the equivalent statutory scheme in the jurisdiction where work is performed); 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 or quote at the customer’s incremental cost. Subcontractors performing Field Services carry no less than these minimums. Performance at sites outside the United States is subject to Agreement Section 6.3.

5.6 Engineering scope, inputs, and acceptance. Engineering Services and acceptance criteria are defined in the SOW or accepted quote; 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 or quote 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.

5.7 Included allowance. Where the Order Form states a Field Services credit or engineering allowance, it is applied per Eligible Site under Agreement Section 6.2 and solely with respect to Eligible Services. Work exceeding the allowance is quoted and billed at the rates in the applicable quote.

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), except where the Order Form assigns a tier on another stated basis.

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 Eligible 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)) or as stated in the Order Form.

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 Fee waivers. Where Vigilis serves as the customer’s agent of record on the carrier services under management, the Order Form may waive the subscription fee (a carrier-funded waiver). The waiver continues while Vigilis remains agent of record on those services and the services remain active. A partner-funded waiver under an executed Deal Schedule follows the duration and lapse terms of that Deal Schedule as stated in the Order Form. Provider may also grant a promotional waiver or reduced rate on terms stated in the Order Form. If any waiver lapses, Vigilis may reprice the engagement to the then-published rate for the applicable tier on sixty (60) days’ written notice, except where the Order Form states a different rate or re-scoping mechanic. 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), unless the Agreement as executed between the parties or the Order Form provides for invoicing; non-recurring fees, including setup, pass-through costs, and project work, are invoiced Net 30 (Agreement Section 8.6); taxes per Agreement Section 8.9; carrier and pass-through charges per Agreement Section 8.2. Paid tiers run a one-year initial term, auto-renewing per Agreement Section 12.1 with 60 days’ non-renewal notice, unless the Order Form states a different term. 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.

Version 3.2 (2026-09-04). Incorporated by reference into the Vigilis Services Master Services Agreement and each Order Form and Statement of Work under Section 3.6 of the Agreement. Supersedes all prior versions of the Vigilis Services and Pricing Schedule.