This Outcome-Based Services Schedule (“Schedule”) is incorporated into and forms part of the Master Services Agreement between Tacton and Customer (the “Agreement”). Tacton and Customer agree that the terms and conditions set forth in this Schedule will apply to any Outcome-Based Services provided by Tacton under an Order Form. Capitalized terms used but not defined in this Schedule have the meanings set forth in the Agreement. The term of this Schedule will commence on the Effective Date and will continue until the expiration or termination of the last effective Order Form.

1             Scope of Outcome-Based Services

1.1 Tacton will provide Outcome-Based Services in accordance with: (a) the applicable Order Form, and (b) the Outcome-Based Service Description available at https://www.tacton.com/legal-information/tacton-outcome-based-services-description/ (“Service Description”), with the objective of supporting the value-based outcomes defined therein.

1.2 Outcome-Based Services are subscription-based and cover the continuous development of Customer’s solution over time, from further build-out to ongoing optimization and value realization. Any business outcomes and KPIs are shared objectives used to guide prioritization and do not constitute performance guarantees.

1.3 Outcome-Based Services are delivered as individual requests, each with an agreed scope, deliverables, acceptance criteria and number of Service Credits, as further described in Section 4 and the Service Description. Outcome-Based Services do not include project-level milestones, project-level acceptance procedures or full-time dedicated project teams, unless agreed in the Order Form.

1.4 Outcome-Based Services are delivered remotely unless otherwise agreed on a case-by-case basis.

1.5 In the event of any conflict or inconsistency, the following order of priority applies: (a) the Order Form, (b) this Schedule, (c) the other terms of the Agreement, and (d) the Service Description.

2             Governance and delivery model

2.1 Tacton will assign qualified personnel with the skills appropriate for the agreed work and will determine the allocation of such personnel and the tools and methods used to deliver the Outcome-Based Services, provided that the Outcome-Based Services are delivered in accordance with the applicable Order Form and Service Description.

2.2 Tacton’s ability to deliver value through Outcome-Based Services depends on timely access to Customer resources, systems, and information reasonably required by Tacton. Customer will provide such access and reasonably cooperate in a timely and professional manner. In particular, Customer will (a) appoint a named contact with authority to prioritize and approve requests, (b) make decisions and provide information in a timely manner, and (c) test delivered work as set out in Section 5.

2.3 If either Party identifies issues affecting delivery of the Outcome-Based Services, it will promptly inform the other Party and the Parties will collaboratively address the concerns. Escalations for the engagement will follow the process described in the Service Description. The Parties will agree on the appropriate governance structure, for example project management and steering group, as further described in the Service Description.

2.4 Each piece of work under the Outcome-Based Services is handled as a request in accordance with the request flow described in the Service Description. For each request, Tacton will propose the scope, deliverables, acceptance criteria and number of Service Credits. No work on a request will start until Customer has approved it, and the Service Credits for the request are deducted from Customer’s available Service Credits upon such approval. Changes to an approved request, and new requirements, are handled as a new request.

2.5 When Tacton has delivered a request, Customer will test the delivered work against the agreed acceptance criteria within fourteen (14) days, unless another period is agreed for the request, and notify Tacton in writing (including through the request tool) of any non-conformity. Tacton will correct any such non-conformity without deducting additional Service Credits. A request is closed when the delivered work meets the agreed acceptance criteria or, if earlier, when the testing period has ended without Customer having notified Tacton of a non-conformity, or when Customer uses the delivered work in its production environment.

3             Service Credits

3.1 “Service Credits” are a usage metric under the Outcome-Based Services subscription, redeemable, in accordance with this Schedule, for advisory, build, improvement and training services. Service Credits have no monetary value, are non-refundable and non-transferable, and may not be exchanged for cash or other services.

3.2 Service Credits may be used only for activities within the scope of Outcome-Based Services as described in the Order Form and Service Description.

3.3 Monthly availability / capacity planning

a. Service Credits are intended to be utilized on a reasonably even basis throughout each Subscription Year (as defined in Section 4). Tacton will make available for scheduling each calendar month a minimum capacity corresponding to one-twelfth (1/12) of the annual Service Credit allocation set out in the applicable Order Form, unless the Parties agree otherwise in writing. Tacton will use commercially reasonable efforts to accommodate requests exceeding such monthly allocation; however, fulfillment of such requests is subject to resource availability and cannot be guaranteed.

b. Customer acknowledges that Outcome-Based Services are designed for continuous engagement throughout the subscription term and Customer will reasonably plan and distribute Service Credit usage across each Subscription Year in coordination with Tacton.

3.4 The subscription term is twelve (12) months unless otherwise specified in the applicable Order Form. Service Credits are allocated for each consecutive period of twelve (12) months of the subscription term, starting on the start date of the subscription set out in the applicable Order Form (each a “Subscription Year”), must be used during the Subscription Year for which they are allocated and will automatically expire at the end of that Subscription Year. Unused Service Credits will not carry over to any renewal or subsequent term. Acceleration Credits are subject to Section 3.7(b).

3.5 Customer may, at any time during the subscription term, purchase additional recurring Service Credits (i.e., increase its annual Service Credit allocation) or upgrade to a higher Outcome-Based Services Plan by executing an Order Form. In such case, Tacton will invoice Customer on a pro-rata basis for the additional Service Credits or higher Outcome-Based Services Plan applicable to the remaining portion of the then-current Subscription Year.

3.6 The subscription will automatically renew based on the current Outcome-Based Services Plan and the total annual Service Credit allocation in effect at the end of the preceding subscription term, unless otherwise agreed in writing. Acceleration Credits do not form part of the renewed allocation. Downgrades are not permitted during a subscription term but may be effective at renewal, provided that Customer gives Tacton at least ninety (90) days’ prior written notice before the applicable renewal date.

3.7 Acceleration Credits

a. During an active Outcome-Based Services subscription, Customer may purchase additional, non-recurring Service Credits for the then-current Subscription Year (“Acceleration Credits”) by executing an Order Form. Acceleration Credits are used in the same way as other Service Credits under this Schedule and are not tied to any particular scope.

b. Notwithstanding Section 8.3 of the Agreement (Co-term), Acceleration Credits are allocated to the Subscription Year in which they are purchased and may only be used during the remainder of that Subscription Year.

c. Acceleration Credits are non-recurring. They do not form part of the Service Credit allocation for any subsequent Subscription Year or renewed under Section 6, do not increase Customer’s recurring Service Credit allocation and are not taken into account when determining whether the quantity of Usage Metrics has decreased at renewal under Section 2.1 of the Agreement.

d. Fees for Acceleration Credits are set out in the applicable Order Form, are invoiced in full upon execution of that Order Form and are non-refundable.

4             Choice of delivery model

4.1 Tacton and Customer agree together on how each piece of work is best delivered. Work that requires a fixed end date or a fixed price for the initiative as a whole, a full-time dedicated team or separate commercial terms is agreed separately, for example under a Statement of Work (“SOW”) governed by the Project Services Schedule.

4.2 Tacton may propose another delivery model for a request and is not obliged to deliver a request under Service Credits if it cannot reasonably be scoped within the request flow described in Section 4.

5             Third-party services and product development exclusions

5.1 Outcome-Based Services may include advisory and other work related to integrations or third-party services. Tacton is not responsible for the performance, availability, compliance, or security of third-party services, nor for third-party deliverables.

5.2 Any feature enhancements, product change requests, or modifications to Tacton’s SaaS Services (beyond configuration and advisory within the scope of Outcome-Based Services) are excluded from the scope of Outcome-Based Services.

6             Fees, invoicing, and expenses

6.1 Fees for Outcome-Based Services are associated with the Outcome-Based Services Plan and associated subscriptions, and are not contingent upon hours worked or personnel assigned. Fees for Acceleration Credits are governed by Section 7(d).

6.2 If on-site work or travel is agreed, Customer will reimburse reasonable travel and accommodation expenses approved in writing by Customer.

7             Intellectual Property

7.1 As between the Parties, Tacton retains all right, title and interest in and to the Services, Documentation, and any Tacton Pre-Existing IP and improvements, as set forth in the Agreement.

7.2 Subject to Customer’s compliance with the Agreement and payment of the applicable fees, Tacton grants Customer a non-exclusive, royalty-free, worldwide, perpetual right to use any outputs and configurations delivered as part of Outcome-Based Services, solely for Customer’s internal business purposes and only in conjunction with the Tacton SaaS Services, consistent with the license framework in the Agreement.