EU Data Act Addendum

This EU Data Act Addendum (“Addendum”) is entered into by and between Accruent and Client and forms part of the Master Agreement or other written or electronic agreement between the parties (“Agreement”) for the provision of Accruent’s Services (as defined in the Agreement). This Addendum sets forth the parties’ respective rights and obligations in connection with the Regulation (EU) 2023/2854 (as the same may be amended, the “Data Act”) and applies solely to the extent Client (i) has a registered address in a member state of the EU/EEA; and (ii) is subject to the Data Act.

In the event of a conflict between this Addendum and the Agreement, this Addendum shall prevail solely with respect to obligations arising from the Data Act. Except as expressly modified by this Addendum, all other terms of the Agreement remain unchanged and in full force and effect. Capitalised terms used but not defined herein shall have the meaning given to them in the Agreement.

1. REQUEST PROCEDURE. At any time during the Order Term, Client may request either to: (i) switch and migrate its Client Data to a different service provider, and shall in this case provide the necessary details of the new service provider, or to its own on-premises infrastructure (“Switching Request”); or (ii) erase its Client Data from the Services (“Erasure Request”). All requests are subject to a two-month notice period (“Notice Period”).

2. TRANSITION PERIOD AND PROCESS.

2.1. Following the end of the Notice Period, Client shall have thirty (30) calendar days to complete the data export, except as otherwise specified herein (“Transition Period”).

2.2. During the Transition Period, Accruent will:

a. Provide reasonable assistance related to the Switching Request by providing (i) instructions for self-service export; and (ii) access to a self-service tool or process for Client Data retrieval. Any support beyond this reasonable assistance shall be documented in a mutually agreed SOW and may include additional fees;

b. Act with due care to maintain business continuity and continue providing the Services in accordance with the Agreement;

c. Maintain an appropriate level of security of Client Data in accordance with the Agreement and applicable law; and

d. Reasonably support Client’s exit strategy, including by providing relevant and legally required information.

2.3. If Accruent determines that it is technically unfeasible to perform the Switching Request within the Transition Period, Accruent shall notify Client within fourteen (14) business days of receipt of the Switching Request and indicate an alternative Transition Period, which shall not exceed seven (7) months.

2.4. Client may request a one-time extension of the Transition Period, if reasonably required to complete the switching process, by providing Accruent with at least fourteen (14) business days’ prior written notice before the end of the initial Transition Period and indicating the alternative Transition Period.

2.5. If the Transition Period continues beyond the end of the Order Term, or the parties agree to an extended Transition Period, Accruent will continue to provide, and Client will continue to pay the fees for, the services during such extended Transition Period, calculated pro rata at the then-current applicable fee.

2.6. Upon receipt of an Erasure Request, Accruent shall erase Client Data in accordance with the Agreement, and to the extent permitted by Applicable Law. An Erasure Request is irrevocable and binding upon its receipt by Accruent.

2.7. Client undertakes to take all reasonable measures to achieve effective switching. Client is responsible for determining the method of, and for performing, identification, extraction, export, import, implementation, and configuration of exportable Client Data to the system of the new service provider or to its own system.

2.8. Client may authorise a third party to manage or perform any part of the switching process on its behalf, provided that: (i) such third party shall be bound by Client's obligations under this Addendum and the Agreement; and (ii) Client shall remain fully responsible for the performance of all such obligations.

3. TERMINATION

3.1. The applicable Order Document(s) shall automatically terminate: (i) for a Switching Request, upon a successful completion of the switching process subject to Section 3.2; or (ii) for an Erasure Request, upon the expiry of the Notice Period (each, the “Termination Date”).

3.2. Client shall promptly notify Accruent in writing once the switching is successfully completed, and the applicable Order Document shall terminate on Accruent's receipt of that notice, which Accruent will confirm in writing. Accruent may also request written confirmation that the switching is complete. If Client does not respond within 10 (ten) working days, the switching shall be deemed successfully completed and the applicable Order Document shall terminate on expiry of that period.

3.3. In the event the Termination Date is effective prior to the end date of the applicable Order Document(s), no refunds for fees paid shall be provided, and all fees committed but not yet paid under the applicable Order Document(s) shall become immediately due and payable in accordance with the payment terms stipulated in the Agreement.

4. EXCLUSION OF LIABILITY.

Accruent disclaims all liability for any damages, losses, costs, or expenses (including, without limitation, Client Data integrity or loss, system unavailability, compatibility issues, or any other operational disruptions), whether direct or indirect, arising out of or in connection with any (i) Switching Request, and/or (ii) Erasure Request made under this Addendum. Client assumes full responsibility for the success of the Switching and/or Erasure Request.

5. INTERNATIONAL GOVERNMENT ACCESS REQUESTS.

Accruent shall maintain an internal procedure to handle international governmental requests for disclosure of or access to Client Data held in the EU, including but not limited to (i) verifying that the request is legally binding; and (ii) to the extent legally permitted, promptly notifying Client of the request.