Precisely EU Data Act Addendum

This EU Data Act Addendum (“Addendum”) is effective as of 12 September 2025 and relates solely to Your use of Precisely provided Eligible Services and only to the extent that You are a company incorporated in the European Union or otherwise subject to Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonized rules on fair access to and use of data (the “Data Act”).

This Addendum forms part of the Agreement between You and Precisely. It describes the Parties’ respective rights and obligations when Switching, as required by Chapter VI of the Data Act (the “Purpose”). If there is a conflict between this Addendum and any other contract terms or documents (including the Agreement or the relevant Order), this Addendum will take priority solely for the Purpose.

1 Definitions

The following definitions will apply for the purposes of this Addendum:

1.1. “Agreement” means the written agreement between the Parties in respect of, amongst other things, the provision of Data Processing Services including any relevant Order as amended or supplemented.

1.2 “Data Processing Services” means the services comprised of Precisely’s  Eligible Services which are covered by the Agreement.  For the avoidance of doubt, the term “Data Processing Services” does not include Other Services.

1.3 “Destination Provider” as mentioned in Article 2(34) Data Act, means the destination provider of data processing services, whereby the Customer changes from using the Data Processing Services from Precisely to using the destination  provider’s data processing service of the same service type, or other service, offered by such different provider of data processing services, or to an on-premises ICT infrastructure, including through extracting, transforming and uploading Exportable Data.

1.4 “Digital Assets” as defined in Article 2(32) Data Act – elements in digital form, including applications, for which the Customer has the right of use, independently from the contractual relationship with the Data Processing Service it intends to switch from.

1.5 “Exportable Data” as defined in Article 2(38) Data Act – the input and output data, including  additional data related to your usage of the Eligible Service(s) necessary for the implementation of Your content in an on-premises ICT infrastructure or Destination Provider environment, directly or indirectly generated, or cogenerated, by the Customer’s use of the Data Processing Service, excluding any assets or data protected by intellectual property rights, or constituting a trade secret, of Precisely or third parties .

1.6 “Eligible Services” means software hosted by Precisely and made available by Precisely to Customer as a service. A list of Precisely’s Eligible Services is included in the Annex to this Addendum.

1.7 “Order” an order for, amongst other things, Data Processing Services, that is comprised in the Agreement.

1.8 “Other Services” means all consulting, professional or support services of whatever nature to be provided to You by Precisely under the Agreement as defined therein, that are not Data Processing Services.

1.9 “Party” or “Parties” means You or Precisely, or collectively You and Precisely, respectively.

1.10 “Precisely” means the Precisely entity that provides the Data Processing Service as defined in the applicable Order and/or Agreement.

1.11 “Service Fees” means the fees due and owed by You to Precisely as consideration for the provision of Eligible Services as agreed by the Parties under the Agreement.

1.12 “Switching” as defined in Article 2(34) Data Act – the process involving Precisely and Customer of Data Processing Services and, where relevant, a Destination Provider of data processing services, whereby the Customer of Data Processing Services changes from using  Data Processing Services to using another  data processing service of the same service type, or other service, offered by a different provider of data processing services, or to an on-premises ICT infrastructure, including through extracting, transforming and uploading the Exportable Data.

1.13 “Switching Charges” as defined in Article 2(36) Data Act – charges, other than standard Service Fees or early termination penalties, imposed by a provider of data processing services on a Customer of data processing services for switching to a different provider or migrating to on-premises ICT infrastructure.

1.14 “You” means the customer entity that is a party to the Agreement with Precisely (the “Customer” and the terms “Your”, “Yours” and Yourself will be construed accordingly).

2 Initiation of Switching

2.1 You must give Precisely  notice, pursuant to the Agreement, of Your intention to initiate Switching, at least two months prior to your Switching process start date (“Switching Notice”). In Your Switching Notice, You must indicate which  Eligible Services, Exportable Data or Digital Assets you wish to include in the Switching process (the “Switching Services”). 

2.2 In such Switching Notice You may inform Precisely whether You intend:

2.2.1 to switch to a different provider of Data Processing Services. In this case You should provide necessary details of the Destination Provider;

2.2.2 to switch to an on-premises ICT infrastructure of Yours; or

2.2.3 not to switch but only erase Your Exportable Data and Digital Assets.

3 Transitional Period

3.1 If Your Switching Notice identifies Eligible Service(s) and a request for data that qualifies under the Data Act, Precisely shall (i) commence and complete your request within thirty (30) days (the “Transitional Period”), or (ii) when Precisely cannot complete your request within the  Transitional Period because this is not technically feasible, Precisely undertakes to:

3.1.1 notify You in writing within fourteen (14) working days after receiving the Switching Notice for Switching;

3.1.2 indicate an alternative Transitional Period, which must not exceed seven (7) months from the date of Your Switching Notice; and

3.1.3 give proper justification for the technical unfeasibility.

You should then confirm the receipt of such extension notice within three (3) working days.)

3.3 If the Transitional Period or the alternative Transitional Period exceeds the end of the term for the relevant Data Processing Services as set out in the Order (“End Date”), You will be obliged to pay the current Precisely standard fees for the period starting from the End Date to the end of the Transitional Period or alternative Transitional Period as applicable. 

4 Obligations of Precisely during the witching process

4.1 Precisely undertakes to provide reasonable assistance to You and third parties authorized by You once the Switching process starts and throughout its duration. For avoidance of doubt, Precisely is not responsible and will not provide assistance for the import and implementation of Data and Digital Assets in Your systems or the systems of the Destination Provider. To this effect, Precisely must, in particular:

4.1.1 Provide capabilities, adequate information (including documentation related to Switching) and technical support. If problems are detected, Precisely and You will in good faith analyze the causes and agree on solutions.

4.1.2 Act with due care to maintain business continuity and continue to provide the functions or services pursuant to the Agreement.

4.1.3 Maintain a high level of security throughout the switching process consistent with the security levels agreed in the Agreement, in particular for the security of the Exportable Data during their transfer.

5 Your obligations

5.1 You undertake to take all reasonable measures to achieve effective Switching. You undertake to be responsible for the import and implementation of Exportable Data and Digital Assets in Your own systems or in the systems of the Destination Provider.

5.2 You or third parties authorized by You, including the Destination Provider, undertake to respect Precisely’s or third party intellectual property rights included in any materials provided in the Switching process by Precisely, as well as Precisely’s trade secrets, abiding by all Confidentiality and other provisions of the Agreement, any Switching documentation, or any further agreement between the Parties related to Switching. You undertake to provide access to and if necessary, to sublicense the use of these materials to third parties or to the Destination Provider only insofar as necessary to complete the Switching process until the end of the agreed Transitional Period, including the alternative Transitional Period, respecting at the same time the confidentiality commitments, as well as the intellectual property rights granted by Precisely.

6 Data retrieval and erasure of data

6.1 You could retrieve or erase Your data during the agreed Transitional Period.

6.2 At the end of the agreed Transitional Period, and if the switching process has been completed successfully, Precisely undertakes to erase all Exportable Data and Digital Assets generated by You or related to You directly and confirm to You upon written request that it was done.

7 Charges for the switching process 

7.1 The Switching Charges to be paid by You for Switching will be confirmed by Precisely at the time when You initiate the switching process. Switching Charges will be gradually withdrawn in accordance with Article 29 of the Data Act. For avoidance of doubt, Switching Charges only include fees for services that are required to enable You to switch away from the Data Processing Services and that are not possible for You to perform Yourself.

7.2 Precisely may additionally offer transitional services which can assist Customer in extracting and transferring Exportable Data from a Precisely system. Fees for such additional services are subject to Precisely´s then standard fees. 

8 Termination of the Switching process and Early Termination Adjustment

8.1 As soon as You notify Precisely that the Switching process is successfully completed, Precisely undertakes to notify You promptly of the termination of the Switching Services (and the Agreement if no other services are provided). The Switching Services (or Agreement if applicable), shall be deemed terminated upon Your receipt of such notification.  If You do not notify Precisely about successful Switching or the lack thereof, it is deemed that the Switching was not successful and the Switching Services (or Agreement) will not be terminated and will continue on its existing terms.

8.2 If You do not want to switch but to erase Your Exportable Data and Digital Assets, at the end of the agreed Transitional Period, Precisely undertakes to notify You of the termination of the Switching Services (or Agreement if applicable). The Switching Services (or Agreement if applicable) shall be deemed terminated upon Your receipt of such notification.

8.3 Early Termination Adjustment: upon termination  according to paragraphs 8.1 and 8.2, the early termination adjustment to be paid by You to Precisely will be due immediately for any Orders for Switching Services with a fixed duration that is terminating prior to the expiry of its agreed term. The early termination adjustment is the amount of the unpaid fees for the remaining term of the relevant Order for the Switching Services from the date of termination until the end date on the Order Form, subject to any adjustments required by the Data Act.

 

Annex

Eligible Services

 

EngageOne RapidCX

EngageOne Communicate

CEDAR CX

HMS Vault

EngageOne Video

Windshuttle Connect

True View (part of DIS, not standalone)

Trillium Global Locator

Data360 Analyze

DIS (Data Integrity Suite)

Automate Evolve Cloud Essentials