EU Data Act Addendum

Switching or Deletion Rights

1. 1.1

   Overview. Subject to this Addendum, Customer may terminate the Agreement, in whole or in part, in order to (a) switch to a different provider of data processing services or to Customer’s own on-premises IT infrastructure (a “Switching Request”), or (b) request deletion of Customer Data held by us (a “Deletion Request”), in each case by giving us at least two (2) months’ prior written notice (the “Data Act Notice Period”), unless a shorter period is agreed by the parties.

2. 1.2

   Switching Process. If Customer submits a Switching Request:

   • the transitional period during which we will continue to provide the Services and support the switch (the “Transitional Period”) will begin at the end of the Data Act Notice Period and end no later than thirty (30) days thereafter, unless extended under Section 1.2(b) or (c);

   • if we reasonably determine that completing the switch within thirty (30) days is technically unfeasible, we will notify Customer within fourteen (14) business days of the Switching Request, with a duly justified explanation, and the Transitional Period will be extended to a period we reasonably determine necessary, not to exceed seven (7) months in total; and

   • Customer may request an extension of the Transitional Period where reasonably necessary to complete its own switching implementation, provided that the Transitional Period as extended will not exceed the remaining term of Customer’s then-current subscription.

3. 1.3

   Data Excluded from Switching. The switching and export obligations in this Addendum do not extend to data that constitutes our or a third party’s trade secrets, or other data whose disclosure would compromise the security of the Services, except to the extent such data also constitutes Customer Data that we are required to make available under the EU Data Act.

4. 1.4

   Deletion Requests. If Customer submits a Deletion Request, we will delete Customer Data within ninety (90) days following the end of the Data Act Notice Period, subject to Section 3 (Data Retrieval).

Obligations of the Parties

1. 2.1

   Our Obligations. During the Data Act Notice Period and any Transitional Period, we will: (a) act with due care to maintain continuity of the Services and business activity; (b) maintain a level of security consistent with our obligations under the Agreement; (c) provide self-service tools enabling Customer to export Customer Data in a structured, commonly used, and machine-readable format; (d) provide reasonable assistance to Customer and, where applicable, to a new provider designated by Customer, to facilitate an effective switching process; (e) give Customer adequate information about any known risks to continuity of the Services during switching; and (f) provide additional support beyond the self-service tools described above upon request, which may be subject to additional fees consistent with Section 4.

2. 2.2

   Customer’s Obligations. Customer will take all reasonable steps to enable and complete an effective switch, including managing the import of exported Customer Data into a new environment and coordinating implementation with any new provider.

Termination and Data Retrieval

1. 3.1

   The Agreement will terminate upon the earliest of: (a) Customer’s confirmation to us that switching has been completed, given before expiration of the applicable Transitional Period; (b) expiration of the Transitional Period; or (c) with respect to a Deletion Request, expiration of the Data Act Notice Period.

2. 3.2

   Following termination, we will retain a copy of Customer Data for thirty (30) days (the “Retrieval Period”) to allow Customer to access and export any remaining Customer Data, after which we will delete all remaining copies in accordance with Section 1.4 and Section 10 of our Data Processing Agreement, as applicable.

Fees

1. 4.1

   Termination under this Addendum does not relieve Customer of its obligation to pay (a) all fees accrued prior to the effective date of termination, and (b) any fees for the remaining committed term of Customer’s then-current subscription, to the extent permitted by the EU Data Act. Amounts already paid are non-refundable except as required by law.

2. 4.2

   Consistent with the EU Data Act’s phased approach to switching charges, we will not charge Customer any switching charges in connection with a Switching Request on or after 12 January 2027. Before that date, any switching charges we apply will be limited to the costs we actually incur that are directly linked to the switching process, and will not exceed those costs.

Safeguards for International Access and Data Transfers

To the extent applicable, we will implement appropriate technical, legal, and organizational measures, consistent with Article 32 of the EU Data Act and our Data Processing Agreement, to prevent international governmental access to or transfer of non-personal Customer Data held in the EU where such access or transfer would create a conflict with EU or Member State law, except where permitted under the limited circumstances set out in the EU Data Act.

Contact

Questions about this Addendum may be directed to legal@lightningcommerce.ai.