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 shall commence on the Effective Date and shall continue until the expiration or termination of the last effective Order Form.

1 Scope of Outcome-Based Services

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.

1.1 Outcome-Based Services are subscription-based and intended to support ongoing optimization and value realization progressively over time. Any business outcomes and KPIs are aspirational objectives used to guide prioritization and do not constitute performance guarantees.

1.2 Outcome-Based Services do not include fixed milestones, formal acceptance procedures, or dedicated project teams unless expressly set out in the Service Description.

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

2 Governance and delivery model

2.1 Tacton will determine the selection, allocation, and use of personnel, tools, and methods 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.

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.

3  Service Credits

3.1 “Service Credits” are a Usage Metric representing a prepaid allocation of advisory and optimization capacity under the Outcome-Based Services subscription. 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 the applicable subscription term. Tacton shall 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. 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 the year in coordination with Tacton.

3.4 Service Credits must be used during the applicable subscription term (which shall be twelve (12) months unless otherwise specified in the applicable Order Form) and will automatically expire at the end of such term unless expressly agreed otherwise in writing. Unused Service Credits will not carry over to any renewal or subsequent term.

3.5 Customer may, at any time during the subscription term, purchase additional 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 term.

3.6 Upon renewal, the subscription shall automatically renew based on current Outcome-Based Services Plan or the total annual Service Credit allocation in effect at the end of the preceding subscription term, unless otherwise agreed in writing. 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.

4 No SLA / no response time commitments

Outcome-Based Services are advisory and capacity-based. No service level agreement (SLA), response time commitment, or guaranteed delivery timeline applies to Outcome-Based Services unless expressly stated in the Services Description.

5 Exclusions; when an SOW is required

5.1 Work that, due to scope, complexity, risk, governance, or commercial structure, requires formal project governance will be excluded from Outcome-Based Services and governed by the Project Services Agreement and require a signed Statement of Work (“SOW”).

5.2 Examples include: new module implementations, major upgrades, significant architectural changes, data migrations, re-platforming, complex integrations, large customizations, defined milestones/acceptance criteria, fixed timelines, dedicated resources, or separate commercial terms.

5.3 Tacton may reasonably determine that a request exceeds the scope of Outcome-Based Services and require an SOW; in such case, Tacton has no obligation to perform that request under Service Credits.

6 Third-party services and product development exclusions

6.1 Outcome-Based Services may include advisory 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.

6.2 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 scope of Outcome-Based Services.

7 Fees, invoicing, and expenses

7.1 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.

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

8 Intellectual Property

8.1 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.

8.2 Subject to Customer’s compliance with the Agreement, Tacton grants Customer a non-exclusive, royalty-free, worldwide 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.