1. Scope. Continuous multi-cloud (AWS/Azure/GCP) cost visibility, spending-anomaly detection, RI/Savings Plan planning, tagging/allocation-governance hygiene, and monthly savings-opportunity reporting. Advisory only — no purchasing authority, vendor-contract negotiation, cost recovery, or hands-on remediation without Client's explicit per-change authorization. Distinct from, and independently orderable alongside, CSPM (Addon 4) and Right-sizing Retainer (Addon 14) — ordering one does not extend the others' coverage.
2. Fees & Billing. Recurring monthly subscription fee: $449.00, billed monthly in advance from Activation Date. Billing unit: ITAM weighted-asset basis — compute/serverless/database/endpoint = 1.0 weight; snapshot/image/backup/orphaned volume/object store = 0.3; attached volume/identity/network/container = 0.0. A discrete resource is billed once at its assigned weight regardless of how many Vantage services touch it (Master §3.7's general principle, applied here with specific weight table). Recount cadence and billing-adjustment effective date: 2026-04-01. Promotional discount schedule (where applicable): 40% off months 1–4, step-down thereafter per then-current Promotional Pricing Terms; discounts apply to Subscription Fee only, never to overages/advisory hours/professional services. Net 30 invoicing.
3. Term & Termination. Initial Term per Order Form (typically 12 months), auto-renews annually absent 30 days' non-renewal notice, at then-current list price (promotional pricing does not carry to renewal). Client convenience termination: 30 days' notice, no refund for mid-cycle termination. Termination for non-payment: immediate suspension/termination at Vendor discretion, reinstatement discretionary. Termination for material breach: 14-day cure. Post-termination: reporting/recommendation access ceases immediately; 30-day data-deletion request window.
4. Service Levels. Governed by incorporated 3VS SLA (availability, maintenance, incident response, service credits). Monthly report delivery within 10 calendar days of billing-month end. Anomaly alerts typically within 24 hours of detection. Support: Critical (no report access) 4 business hrs / Non-critical 2 business days, M–F 9 AM–5 PM ET. No 24/7 support absent separate engagement. Explicit no-guaranteed-savings disclaimer: estimated-savings figures are point-in-time estimates only, not guarantees.
5. Client Responsibilities. Provide/maintain read-only credentials scoped to each in-scope account; disclose all cloud accounts in writing before production use (undisclosed accounts are out of scope, unbilled, unanalyzed); disclose new production accounts within 5 business days of launch. Maintain credential lifecycle (rotation/replacement); revocation without replacement deactivates scope. Own and maintain tagging/allocation-governance strategy — recommendations built on inaccurate tagging carry accordingly reduced reliability, and Client should validate before acting. Comply with cloud-vendor ToS independently of this engagement. Prohibited: competitive benchmarking, unauthorized report/data sharing with third parties, reverse-engineering cost-analysis algorithms, resale/sublicense of FinOps as a service.
6. Data Handling. Processes cloud resource inventory, cost/billing data, utilization metrics, tagging metadata — explicitly excludes application logs, end-user data, credentials/secrets/private keys, and PII beyond incidental billing/tag visibility. US-based processing; raw Client-specific data retained through active subscription + 30 days, then deleted; aggregated de-identified benchmarking data may be retained indefinitely and shared across the client base/publicly if non-reverse-engineerable. Confidentiality per Master §5; disclosure to third parties requires Client consent except lawful process (with Vendor's reasonable notice effort). Security incident notification: 48 hours. Deletion request: written confirmation within 10 business days of the 30-day post-termination window. Subject to a Data Processing Addendum for any regulated personal data; processing of such data does not proceed absent an executed addendum.
7. Third-Party Components. Dependent on real-time AWS/Azure/GCP API access for cost/resource/utilization data; Vendor not responsible for vendor-API unavailability/inaccuracy/delay. RI/Savings Plan recommendations based on current/recent vendor pricing — estimates only, not binding vendor offers; Client must verify current pricing directly. Third-party benchmarking data provided as-is, unverified by Vendor. Vendor warrants commercially reasonable integration-maintenance efforts but not continuous/uninterrupted vendor-API compatibility; emergency vendor API changes may cause temporary report incompleteness/delay.
8. Warranties. Explicit disclaimer of accuracy and savings guarantees — no warranty that any recommendation produces cost savings, improved utilization, or any specific outcome; estimates derive from observed patterns, current pricing, and statistical models, not guarantees (Master §8.2 applied with FinOps-specific detail). Mutual authority warranty: Vendor warrants right to provide the Service and non-infringement; Client warrants authority to subscribe and lawful/authorized cloud-account access. Availability warranty per incorporated SLA, with service credits as sole remedy for availability shortfalls. Disclaims all other warranties per Master §8.3, including that FinOps will identify all cost-reduction opportunities or that the Service will be error-free.
9. Liability & Indemnification. Liability cap: total FinOps fees paid in trailing 12 months (Master §7.1 default formula, no Schedule-specific dollar floor). Excluded damages per Master §7.4, explicitly covering errors in recommendations, missed savings opportunities, delayed/missing reports, and unauthorized-access claims (except per §6's security-incident-notification carve-out). Vendor indemnifies IP-infringement claims with cure options (modify, replace, or terminate + refund). Client indemnifies for AUP violations, Client's own cloud infrastructure/data/applications, cloud-vendor ToS breaches, and unauthorized disclosure of FinOps outputs. Both parties acknowledge the liability limitations as essential, bargained-for terms.
10. Precedence. Order Form > this Schedule > MSA > NDA > incorporated SLA > then-current Vendor policies/documentation. Notably places the Schedule above the MSA for FinOps-specific matters — flagged as an instance where a Schedule asserts priority over the MSA contrary to Master §2's default (MSA highest after signed amendments); per Master §2's reconciliation, the Master Terms/MSA ladder controls unless this represents a deliberately negotiated, mutually signed carve-out for this specific engagement (requires confirmation). Amendment: 30 days' notice; Client's rejection of material modifications is treated as non-renewal, terminating without penalty at then-current cycle end. Relationship to broader Vantage package: FinOps may be bundled or independently added/renewed depending on Order Form structure.
