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EU Data Act Addendum
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Version 1.1 (last updated June 12, 2026)
EU DATA ACT ADDENDUM
This Agiloft EU Data Act Addendum (“EU Data Act Addendum”) describes how Agiloft provides switching and exit services for its Subscription Services in compliance with Chapter VI of Regulation (EU) 2023/2854 (“EU Data Act”). Capitalized terms used but not defined in this EU Data Act Addendum have the meanings set forth in the Agiloft Services Agreement. The following terms may be updated from time to time; however, for each Order, the terms in this EU Data Act Addendum in effect on the date the Order is executed will apply for the duration of the Subscription Term.
1. SCOPE AND APPLICATION
1.1 This Addendum applies to Customers established in the European Union or European Economic Area (“EU Customer“) who submit requests for switching of data processing services or deletion of Customer Data pursuant to Regulation (EU) 2023/2854 (“EU Data Act“). This Addendum does not apply to the extent the EU Data Act is repealed, suspended, or amended in a manner that removes or materially limits Customer’s right to switch.
1.2 Customer initiates the switching process by delivering written notice to Agiloft at [email protected] stating its intention to switch (“Switching Notice“). The Switching Notice must specify:
(a) whether Customer intends to: (i) switch to another data processing service provider (“Destination Provider“); (ii) port Customer Data to on-premises infrastructure; or (iii) delete Customer Data without switching (“Exit“);
(b) which Subscription Services or parts thereof the request applies to; and
(c) in the case of switching to a Destination Provider: the technical specifications of the target environment to be considered by Agiloft in implementing the switching process, including interfaces, formats, and security requirements.
1.3 Customer must provide at least two (2) months’ prior written notice before the switching process begins (“Notice Period“).
2. NO OBSTACLES TO SWITCHING. Nothing in the Agreement shall impose contractual, technical, or organizational obstacles that prevent or restrict Customer from exercising its rights under the EU Data Act, including switching to another provider, porting Customer Data, or achieving functional equivalence.
3. TRANSITION PERIOD
3.1 Upon expiration of the Notice Period for a Switching Request, Agiloft will provide switching assistance during a transition period of up to thirty (30) calendar days (“Transition Period“). The Transition Period begins at the end of the Notice Period.
3.2 During the Transition Period, Agiloft will:
(a) provide reasonable assistance to export Customer Data, including to Customer or Customer-authorized third parties;
(b) continue providing the Subscription Services to ensure business continuity;
(c) maintain security measures in accordance with the Agreement, including during data transmission; and
(d) provide Customer with information on any known risks to continuity of service during the transition.
3.3 If completing the Switching Request within the Transition Period is technically infeasible, Agiloft will notify Customer within fourteen (14) calendar days of receipt of the Switching Notice, provide a written justification, and propose an alternative period not to exceed seven (7) months (“Alternative Transition Period“). Agiloft will continue to provide the Subscription Services without material degradation during any Alternative Transition Period.
3.4 Customer may, once, invoke its right to extend the Transition Period by a reasonable period not to exceed two (2) months. To exercise this right, Customer must notify Agiloft in writing of the intended extension and its duration within thirty (30) calendar days after the start of the Transition Period.
3.5 Customer will cooperate with Agiloft in good faith to ensure smooth and timely switching and will implement all reasonable measures and instructions shared by Agiloft in connection with the switching process. Customer bears sole responsibility for importing and implementing its Customer Data into its own systems or the systems of the Destination Provider, including where Customer engages a third party for such import.
3.6 If difficulties arise during the switching process, Customer will notify Agiloft in writing promptly. The parties will make reasonable efforts to reach a mutually acceptable resolution.
4. DATA SCOPE
4.1 Exportable data includes Customer Data and associated metadata necessary to enable Customer’s meaningful use of such data following export. Customer Data will be made available in a commonly used, machine-readable format.
4.2 Agiloft may exclude from the export data relating to its internal systems, security operations, and proprietary technology, including Agiloft’s algorithms, AI models, system configurations, environment configurations, and infrastructure architecture, provided that any such exclusion applies only to Agiloft’s proprietary technology and not to any data submitted, generated, or owned by Customer in connection with its use of the Subscription Services, and provided further that no such exclusion materially impedes or delays the switching process.
4.3 Any termination of an Agreement pursuant to this Addendum automatically extends to Subscription Services closely related to the terminated service.
5. DELETION REQUESTS. Customer may submit a request for deletion of Customer Data (“Deletion Request“) by written notice to Agiloft at [email protected]. Agiloft will process Deletion Requests in accordance with applicable law and the Agreement. In the case of an Exit, Agiloft will delete Customer’s exportable data after the Notice Period has expired.
6. TERMINATION
6.1 The applicable Order(s) will terminate automatically on the effective termination date:
(a) for a Switching Request: upon Customer’s written confirmation to Agiloft of successful export of Customer Data. If Customer does not provide written confirmation of successful completion, Agiloft may request such confirmation in writing. If Customer does not respond within seven (7) calendar days after the expiry of the Data Retrieval Period, switching will be deemed successfully completed and the applicable Order(s) will terminate; and
(b) for a Deletion Request or Exit: two (2) months after Agiloft’s receipt of the written request.
6.2 Agiloft will continue to provide the Subscription Services in accordance with the Agreement until the effective termination date.
6.3 If Customer has delivered a termination notice pursuant to the Agreement’s standard termination provisions and also submits a Switching Notice within two (2) months prior to the expiry of that contractual termination period, the contractual termination shall not take effect pursuant to the Agreement’s termination provisions. Instead, the Agreement shall be terminated in accordance with Sections 6.1 and 8 of this Addendum.
7. DATA RETRIEVAL AND DELETION
7.1 Customer will have thirty (30) calendar days following the effective termination date to retrieve its Customer Data (“Data Retrieval Period“). The Data Retrieval Period begins at the end of the Transition Period or Alternative Transition Period.
7.2 Following the Data Retrieval Period, Agiloft will delete all Customer Data within thirty (30) days and, upon Customer’s written request, will confirm such deletion in writing.
7.3 Where Agiloft is required by applicable law to retain records, logs, or documentation that constitute or are derived from Customer Data, Agiloft’s deletion obligation under Section 7.2 does not apply to the minimum data required by that law. Agiloft will, upon request, identify in writing any categories of Customer Data subject to a legally mandated retention obligation and will delete all such retained data promptly upon expiration of the applicable legal retention period.
8. FEES
8.1 Where Customer exercises its right to terminate an Order pursuant to this Addendum before the natural expiration of a fixed Subscription Term, Customer will pay Agiloft all Fees that would have been payable during the remainder of the Subscription Term had the Order not been terminated (“Early Termination Fee“). The Early Termination Fee is not a switching charge as defined under Article 1(36) of the EU Data Act and will be due and payable within thirty (30) calendar days after Agiloft issues the corresponding invoice following receipt of the Switching Notice.
8.2 Switching assistance charges, being charges for data egress, data transfer, or migration assistance required under this Addendum, are governed as follows:
(a) prior to January 12, 2027: any such charges are limited to Agiloft’s actual direct costs incurred in connection with the switching process and will be disclosed to Customer before contracting; and
(b) from January 12, 2027: no switching assistance charges may be imposed.
8.3 Customer will pay for all Professional Services Agiloft provides in connection with switching on a time and materials basis, subject to a mutually agreed Statement of Work, except as provided in Section 8.2(b).
9. EXCLUSIONS. This Addendum does not apply to Beta Services, Professional Services, or non-production environments, including trial, evaluation, or sandbox environments.
10. THIRD-COUNTRY GOVERNMENT ACCESS. Where Agiloft receives a request from a third-country authority to access or transfer Customer Data, Agiloft will, to the extent permitted by applicable law, inform Customer of the request before complying. Where prior notification is prohibited, including where notification would undermine law enforcement purposes, Agiloft will inform Customer as soon as notification becomes permissible.
11. COOPERATION. The parties will cooperate in good faith to give effect to this Addendum.
12. ORDER OF PRECEDENCE. In the event of a conflict between this Addendum and the Agreement in connection with switching or Exit, this Addendum will control with respect to its subject matter.
13. GOVERNING LAW. This Addendum is governed by the governing law provisions of the Agreement.