1. Scope. Applications Management, Environment Management, Design-to-Deployment, Process Assessment, and Consultant Misc advisory service lines, delivered per individual Statement of Work (SOW) on time-and-materials, fixed-fee, or retainer basis. Excludes 24/7 managed services, hands-on implementation beyond advisory guidance (unless separately SOW'd), long-term dedicated-FTE staffing, and outcome/performance guarantees.
2. Fees & Billing. T&M (agreed hourly/daily rates against logged time), Fixed-Fee (flat project fee per SOW), or Retainer (recurring fee with minimum hour/availability allocation). Third-party/expense costs billed separately with prior written approval. Monthly billing at month-end unless SOW specifies otherwise; itemized invoices; time records available for Client audit (at least monthly for T&M). Net 30 default, may vary per SOW/purchase order (Net 45/60). Late payment: 1.5%/month interest. Authorized travel/expenses reimbursed at cost, no markup absent separate agreement, economy-class/reasonable-accommodation standard. Quotations valid 30 days, no binding obligation until SOW/purchase-order execution.
3. Term & Termination. Project-based: runs through SOW completion date (30 days–12 months typical). Retainer-based: 12-month Initial Term (or 3-/6-month per election), auto-renews 12-month periods absent 60 days' non-renewal notice. Renewal requires new/amended SOW; if none, obligations terminate at expiration (confidentiality/data-protection obligations survive). Client convenience termination: T&M 10 business days' notice (liable through termination date + up to 5 days wind-down); Fixed-Fee per SOW, typically 30 days' notice + costs-to-date + 15% termination fee of remaining project value; Retainer 90 days' notice (liable for current-month retainer + accrued unused hours). Vendor convenience termination: 30 days' notice, pro-rata refund of prepaid/unused retainer/advance amounts. Cause termination: 15-day cure (shorter for non-curable breaches like confidentiality). §§ payment, confidentiality, liability/disclaimers, indemnification, and dispute-resolution obligations survive termination.
4. Service Levels. No formal SLA for advisory deliverables (consulting is professional-services, not availability-based). Consultant availability: agreed business hours (typically 8 AM–6 PM ET M–F absent SOW override); 1-business-day inquiry response. Deliverable timelines: interim deliverables 5–15 business days per milestone schedule; final deliverables per SOW date or 10 business days after draft acceptance; 2 rounds of minor revisions included, additional rounds billed T&M. Escalation: Level 1 Engagement Manager (24-hr contact, 2-business-day resolution target) → Level 2 Service Director (5 business days) → Level 3 Executive Review (15 business days) or formal dispute resolution. Post-engagement: 5 business days free transition/Q&A support; extended support requires separate retainer/T&M engagement.
5. Client Responsibilities. Timely appropriate system/documentation/personnel access (provisioned within 5 business days where possible); make key personnel available for interviews/workshops/validation; provide current accurate documentation and notify Vendor of gaps; designate a decision-authority representative. Represent that all provided information is accurate/complete/non-infringing — Vendor's findings based on inaccurate Client-provided information are unreliable and Client bears full responsibility for independent validation. Prohibited: out-of-scope work without written amendment, requiring unlawful/policy-violating work, disclosing Vendor methodologies/IP without consent, requiring hands-on system changes absent explicit "implementation consulting" authorization, assigning consultants to unauthorized ongoing managed-services work. Deliverable-dispute process: 30-day notice window (else deemed accepted), good-faith meeting within 5 business days, revision-or-credit remedy at Vendor's election if deficiency confirmed.
6. Data Handling. All exchanged information is Confidential Information under the incorporated NDA. Deliverables/working files encrypted in transit and stored access-controlled/audit-logged systems, access limited to assigned personnel. Vendor retention: up to 7 years post-engagement (audit/legal-hold purposes) absent earlier deletion request (completed within 30 days, certificate available). Regulatory legal-hold notices extend retention with Client notification. Personal-data processing: Vendor acts as Processor per Client's documented instructions; DPA/DAA executed within 15 days of engagement start if applicable; sub-processors require Client's prior written approval, current list available on request. Findings-and-recommendations remediation scope limitation: consulting is advisory-only — no system changes made without a separate "Implementation Services" SOW. Confidentiality survives indefinitely for trade secrets/methodologies; 3 years for other Confidential Information.
7. Third-Party Components. May incorporate/reference COBIT, ITIL, NIST CSF, ISO 27001/27002/9001, CMMI frameworks; automated assessment/scanning/reporting tools; disclosed OSS licenses where used in deliverables. Client's internal-use license to deliverables: non-exclusive, royalty-free, 3-year duration from delivery; Client may not reverse-engineer/extract/reuse Vendor methodologies beyond the engagement without written permission. Vendor not liable for outages/degradation of Client infrastructure or third-party platforms used during assessment; substitute methods or timeline adjustment available at Client's request and additional cost if unavailability blocks planned work. Subcontractors bound by equivalent confidentiality/professional-conduct standards; Vendor remains fully liable for subcontractor performance; Client may object to named subcontractors on reasonable grounds within 5 business days.
8. Warranties. Limited warranty: professional/workmanlike performance per industry best practices, consultant qualifications as described in SOW, methodologically sound deliverables, applicable-law compliance. Explicit no-outcome warranty: no warranty that recommendations will produce specific security/efficiency/cost/compliance improvements, prevent future incidents, or that assessments are comprehensive/exhaustive (findings are point-in-time and dependent on data completeness) — aligned with Master §8.2. AS-IS delivery per Master §8.3; explicit disclaimer that a consultant's approach is not warranted as the sole/optimal method. Independence-of-judgment acknowledgment: recommendations reflect information available at engagement time and may become obsolete; ongoing monitoring is a separate service.
9. Liability & Indemnification. Consequential-damages exclusion per Master §7.4. Liability cap: total fees paid or payable for the applicable engagement year (or 12 months if no year-based term) — Master §7.1 default formula, no Schedule-specific dollar floor; if no fees paid yet, capped at Vendor's reasonable estimate of services rendered to date. Carve-outs per Master §7.3 (indemnification, confidentiality, gross negligence/willful misconduct/fraud, law violations, IP infringement). Vendor indemnifies for its own negligence/gross negligence/willful misconduct, confidentiality breach, IP infringement in its methodologies/deliverables, and law violations in performance. Client indemnifies for misuse of recommendations in violation of law/policy/third-party rights, IP infringement in Client-provided information, Schedule/SOW breach, and inaccurate/misleading Client-provided information. Sole and exclusive remedy (excluding indemnification/confidentiality/IP claims): credit, refund, or re-performance, capped at fees paid for the affected SOW/engagement year. Vendor maintains professional liability insurance; certificate available on request (no direct-claim right against Vendor's insurer).
10. Precedence. (1) Executed MSA > (2) incorporated SLA (service-level commitments) > (3) NDA (confidentiality) > (4) individual SOW (scope/fees/timeline/acceptance) > (5) this Schedule (all-engagement IT Consulting terms) > (6) general Vantage ToS. Consistent with Master §2's default ladder, with the SOW inserted appropriately at the Order-Form layer. Amendment: written-signed-only, no verbal/email/course-of-conduct amendments. Out-of-scope change requests follow a defined 4-step process (request → impact assessment within 3 business days → written amendment approval → execution); unauthorized out-of-scope work billed T&M. Dispute resolution: good-faith negotiation (15 days) → executive escalation (10 days) → optional mediation (30 days, cost split) → litigation, with emergency-injunctive-relief carve-out. Governing law per MSA (or Vendor's headquarters state if unspecified).
