Switching of provider of Data Processing Services

Background

Data Act (2023/2854) entered into force on the 12th of September 2025. This Appendix details the relevant terms and conditions applicable to the Agreement between the Supplier (hereinafter also the “Company”) and the Customer regarding the switching of Data Processing Service provider.

This Appendix remains in force and effect until the relevant Data Act clauses have been incorporated into and have become a valid and binding part of the Company’s general terms and conditions, or other applicable similar contractual terms. Thereafter, this Appendix will terminate automatically without further notice. Such incorporation will be communicated separately in accordance with the Company’s general terms and conditions.

“Data Processing Service” means herein a digital service that is provided to a Customer and that enables ubiquitous and on-demand network access to a shared pool of configurable, scalable and elastic computing resources of a centralised, distributed or highly distributed nature that can be rapidly provisioned and released with minimal management effort or service provider interaction.

Switching of Data Processing Service provider

The Customer is entitled, upon request, to switch to a Data Processing Service offered by a different provider of Data Processing Services or to port all exportable data and digital assets to an on-premises ICT infrastructure (the “Switching Process“). The Customer shall pay to the Supplier reasonable costs associated with the Switching Process. At the end of the Switching Process, Customer’s Agreement with the Supplier ends according to these terms.

Switching notice and Transitional Period

a) The Customer shall submit the Supplier a switching request in writing for initiating the Switching Process. If the Customer wishes to switch only with regard to certain Data Processing Service, related data or digital assets, it must specify that in the switching request.

b) The Customer has the right to have the Switching Process completed by the end of a transitional period of 30 calendar days, unless a longer period applies according to point c) below (the “Transitional Period“). The Transitional Period shall commence after the notice period defined under the Agreement, or two months after the Supplier’s receipt of the Customer’s written switching request, whichever is shorter (the “Notice Period“).

c) Within 14 working days of receiving the switching request, the Supplier shall assess the request and notify the Customer if the completion of the Switching Process within the Transitional Period would be technically unfeasible, in which case the Supplier shall indicate an alternative Transitional Period not exceeding seven months. The Customer has the right to extend the Transitional Period once, for a period that the Customer considers more appropriate for its own purposes.

Execution of the Switching Process

d) In case the Customer has a fixed term Agreement for the Data Processing Services and submits a switching request when the remaining term is longer than the applicable Transition Period, the Supplier has the right to a reasonable compensation for the early termination of the Agreement according to items n) and o) of these terms.

e) The Customer may request the execution of one or more of the following actions:

i. switch to a different provider of Data Processing Services
ii. switch to an on-premises ICT infrastructure; or
iii. erase its exportable data and digital assets.

f) If the Customer does not define in the switching request the desired action as described above, or submits a termination notice regarding the Data Processing Service without a request to initiate a Switching Process, it is regarded as the Customer having selected option (iii) defined in the previous item, in which case Supplier will erase Customer’s data and digital assets according to item m).

g) This Agreement remains applicable during the Transitional Period, during which the Supplier shall:

i. provide reasonable assistance to the Customer and third parties authorized by the Customer in the Switching Process;
ii. act with due care to maintain business continuity, and continue the provision of the Data Processing Service under the Agreement;
iii. provide clear information concerning known risks to continuity in the provision of the Data Processing Service;
iv. ensure that a high level of security is maintained throughout the Switching Process, in particular the security of the data during their transfer and the continued security of the data during the retrieval period, in accordance with applicable law.

h) The Supplier shall with reasonable measures support the Customer’s exit strategy relevant to the Data Processing Service provided by the Supplier, including by providing any relevant information.

i) The Customer undertakes to take all reasonable measures to achieve effective Switching Process. The Customer undertakes to be responsible for the import and implementation of data and digital assets in their own systems or in the systems of the new Data Processing Service provider.

j) The Customer or third parties authorised by them undertake to respect the intellectual property rights of any materials provided in the Switching Process by the Supplier, including but not limited to copyrights, trademarks, trade secrets and know-how. Such materials shall remain the exclusive property of the Supplier, and no rights, licenses or interests shall be deemed granted to the Customer or any third party, unless expressly agreed in writing. If applicable, theCustomer undertakes to provide access to and if necessary to sublicense the use of these materials to third parties or to the new Data Processing Service provider only in so far as necessary to complete the Switching Process until the end of the agreed Transitional Period respecting at the same time the confidentiality commitments, as well as the intellectual property rights granted by the Supplier.

Termination of the Agreement and impacts thereof

k) The Agreement shall be terminated and the Customer shall be notified of the termination:

i. upon the successful completion of the Switching Process; or
ii. at the end of the Notice period referred to in Section b) above, where the Customer does not wish to switch but to erase its exportable data and digital assets upon termination of the Data Processing Services.

l) The data encompassed by the Switching Process shall be retrieved within a period of 30 calendar days, starting at the end of the Transitional Period;

m) The Supplier shall fully erase all exportable data and digital assets generated directly by the Customer, or relating to the Customer directly, after the expiry of the retrieval period referred to in point l) above, provided that the Switching Process has been completed successfully. Without prejudice to the foregoing, the Supplier shall have the right to keep such data that is necessary in order to comply with applicable legislation, for internal compliance purposes and to protect its rights, such as to demonstrate it has fulfilled its contractual obligations under the Agreement, as well as for the purposes of customary IT back-ups.

n) Supplier has a right to charge a reasonable termination compensation for the early termination of a fixed-term Agreement, if the Agreement ends before the agreed end date due to Switching Process initiated by Customer. o) Unless otherwise agreed, Supplier can determine the reasonable termination compensation

i. on a case by case basis, considering all relevant factors, such as the remaining Agreement period, third-party costs caused and any potential Customer-specific investments the Supplier has made in connection with the Agreement; or
ii. based on Customer’s advance payments for the ongoing invoicing period, which in this case the Supplier will withhold as a reasonable compensation for the early termination of the Agreement.

Additional information

p) Information about the Switching Process is available on the Supplier’s website. This includes e.g., information of technical switching arrangements, exportable data and digital assets, as well as porting methods and formats. If applicable, it also includes potential costs and fees.