EU Connected Product Data Schedule

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1. Purpose and Scope

1.1 This Schedule sets out the terms on which Command Alkon may use and share Product Data and Related Service Data, as required by Chapter II of Regulation (EU) 2023/2854 (the “Data Act”). It also records the parties’ related rights and obligations. It applies only where required by the Data Act.

1.2 This Schedule applies to Connected Products and Related Services supplied to Customer for use in the European Union or the European Economic Area.

1.3 This Schedule governs only Non-Personal Data. The Data Processing Addendum and applicable data protection law govern Personal Data. This Schedule is not a legal basis for processing Personal Data.

2. Definitions

“Connected Product” means an item supplied by Command Alkon under the Agreement that obtains, generates or collects data about its use or environment and can communicate Product Data via an electronic communications service, physical connection or on-device access. It excludes any item whose primary function is storing, processing or transmitting data on behalf of a party other than Customer. The Connected Products are listed in Annex 1.

“Derived Data” means information that Command Alkon infers or derives from Product Data or Related Service Data through additional investment, including through proprietary or complex algorithms. It excludes raw and pre-processed data.

“Licensed Data” means Readily Available Data that is Non-Personal Data.

“Non-Personal Data” means data other than Personal Data.

“Permitted Purposes” means the purposes listed in Section 3.2.

“Personal Data” has the meaning given in Article 4(1) of Regulation (EU) 2016/679.

“Product Data” means data generated by the use of a Connected Product that Command Alkon designed to be retrievable via an electronic communications service, physical connection or on-device access, by Customer, Command Alkon or a third party.

“Readily Available Data” means Product Data and Related Service Data that Command Alkon lawfully obtains, or can lawfully obtain, from a Connected Product or Related Service without disproportionate effort going beyond a simple operation.

“Related Service” means a digital service supplied by Command Alkon, including software, that meets either of these tests: (a) it is connected with a Connected Product at the time of purchase, rent or lease, such that without it the Connected Product could not perform one or more of its functions; or (b) Command Alkon later connects it to the Connected Product to add to, update or adapt its functions. The Related Services are listed in Annex 1.

“Related Service Data” means data representing the digitization of Customer’s actions, or of events related to a Connected Product, that Customer records intentionally or that is generated as a by-product of Customer’s actions while Command Alkon provides a Related Service.

“Service Provider” means a subcontractor or hosting provider that processes Licensed Data on Command Alkon’s behalf to perform the Agreement.

3. License to Command Alkon

3.1 Customer grants Command Alkon, in addition to the grant in the MLSA, a non-exclusive, non-transferable (except under Section 11.3), royalty-free license to access, store, copy, analyze and otherwise use Licensed Data during the term of the Agreement, solely for the Permitted Purposes.

3.2 The Permitted Purposes are:

(a) providing, operating, supporting and maintaining the Connected Products and Related Services, including troubleshooting, security monitoring, and delivering updates;

(b) meeting Command Alkon’s legal obligations, including cybersecurity and incident reporting obligations under applicable law;

(c) improving the performance, reliability, safety and security of the Connected Products and Related Services;

(d) developing new products and services, provided that no Licensed Data that is not aggregated and anonymized will be used to develop a product or service directed specifically at Customer’s competitors using insight into Customer’s operations; and

(e) creating aggregated datasets under Section 5.

3.3 Command Alkon shall not use Licensed Data for any purpose not listed in Section 3.2 without Customer’s prior written agreement.

3.4 Customer retains all rights it has in the Licensed Data.

4. Restrictions on Command Alkon’s Use

4.1 No use against Customer. Command Alkon shall not use Licensed Data to derive insights about Customer’s economic situation, assets or production methods, or about Customer’s use of the Connected Products, in any manner that could undermine Customer’s commercial position in the markets where Customer is active. This includes using Licensed Data:

(a) in negotiating prices or other commercial terms with Customer;

(b) to target Customer’s customers, suppliers or projects; or

(c) to supply insight about Customer’s operations to any third party.

4.2 No third-party sharing. Command Alkon shall not make Non-Personal Product Data available to any third party, for commercial or non-commercial purposes, except with regard to sub-processors required to fulfill the Agreement. Disclosure is also permitted where Union or national law requires it, or where Customer directs it under Section 7.2.

4.3 Service Providers. Command Alkon may disclose Licensed Data to Service Providers solely to fulfil the Agreement. Command Alkon shall bind each Service Provider in writing to:

(a) use Licensed Data only for that purpose;

(b) not share Licensed Data further, except with authorized sub-processors necessary to provision of the Service Provider’s services; and

(c) keep Licensed Data confidential and secure.

Command Alkon is responsible for its Service Providers’ compliance.

4.4 Security. Command Alkon shall protect Licensed Data with appropriate technical and organizational measures consistent with the security terms of the Agreement.

5. Aggregated Data

5.1 Command Alkon may combine Licensed Data with data from other customers to create aggregated datasets (such as industry benchmarks, reliability statistics and product performance metrics), but only if the resulting dataset meets all of these conditions:

(a) it does not specifically identify Customer, its sites, or its customers or projects;

(b) it does not allow the specific data transmitted from Customer’s Connected Products to be identified, or any third party to derive that data from the dataset; and

(c) it is not used in a manner prohibited by Section 4.1.

5.2 Command Alkon may make aggregated datasets meeting Section 5.1 available to third parties. Customer may opt out of inclusion at any time by written notice to legal@commandalkon.com. Opt-out applies prospectively.

6. Derived Data

6.1 Derived Data belongs to Command Alkon. Command Alkon has no obligation to make Derived Data available to Customer or to any third party under this Schedule, unless an Order Form states otherwise.

6.2 Command Alkon’s use of Derived Data remains subject to Sections 4.1 and 4.2 to the extent the Derived Data reveals Licensed Data or insight into Customer’s operations.

7. Customer’s Data Access and Sharing Rights

7.1 Customer access. Where Customer cannot access Readily Available Data directly from a Connected Product or Related Service, Command Alkon shall make it available to Customer on Customer’s simple electronic request, together with the metadata necessary to interpret and use it. Command Alkon shall do so:

(a) without undue delay;

(b) at the same quality as is available to Command Alkon;

(c) easily, securely and free of charge;

(d) in a comprehensive, structured, commonly used and machine-readable format; and

(e) where relevant and technically feasible, continuously and in real time.

7.2 Sharing with third parties. On Customer’s request, Command Alkon shall make Readily Available Data available to a third party of Customer’s choice, as the Data Act requires. Command Alkon may require reasonable compensation where the Data Act permits.

7.3 No undue difficulty. Command Alkon shall not make Customer’s exercise of its rights under this Section 7 unduly difficult, including through non-neutral choices or interface design.

7.4 Customer’s restrictions. Customer shall not, and shall not permit any third party to:

(a) use data obtained under Section 7 to develop a connected product that competes with the Connected Product from which the data originates;

(b) share that data with a third party intending such development;

(c) use that data to derive insights about Command Alkon’s economic situation, assets or production methods; or

(d) use coercive means, or abuse gaps in Command Alkon’s technical infrastructure designed to protect data, to obtain access to data.

8. Trade Secrets

8.1 Command Alkon Trade Secrets encompass the data types and things listed in the Intellectual Property provision of the respective MLSA with the Customer (“Trade Secret Data”).

8.2 Before Command Alkon discloses Trade Secret Data to Customer or to a third party under Section 7, the recipient shall implement confidentiality measures and proportionate technical and organizational measures to which the parties agree.

8.3 If the parties cannot agree on the necessary measures, or the recipient fails to implement agreed measures or undermines the confidentiality of Trade Secret Data, Command Alkon may withhold or suspend sharing of the affected Trade Secret Data. In that case, Command Alkon shall:

(a) give the recipient a duly substantiated written decision without undue delay; and

(b) notify the competent authority as the Data Act requires.

8.4 In exceptional circumstances, Command Alkon may refuse a specific request for Trade Secret Data on a case-by-case basis if it demonstrates that serious economic damage is highly likely to result, despite the recipient’s measures. Command Alkon shall substantiate the refusal in writing, based on objective elements, without undue delay, and shall notify the competent authority.

8.5 Customer may challenge any decision under Sections 8.3 or 8.4 before a court, by complaint to the competent authority, or by agreeing with Command Alkon to refer the matter to a certified dispute settlement body.

9. Security-Based Restrictions

On a case-by-case basis, the parties may restrict or prohibit access to, use of, or further sharing of data where that processing could undermine security requirements for the Connected Product laid down by Union or national law, resulting in a serious adverse effect on the health, safety or security of natural persons. All parties will maintain appropriate security controls in accordance with the Agreement. If Command Alkon refuses to share data on this basis, it shall notify the competent authority.

10. Pre-Contractual Information

10.1 Customer acknowledges that Command Alkon provides this information on its website and that the information was available to Customer before Customer entered into the Agreement or the applicable Order Form.

10.2 Command Alkon shall notify Customer of any change to this information during the term. This includes any change in the data a Connected Product generates, and any change in the purposes for which Command Alkon uses Licensed Data. Command Alkon may notify Customer by publishing the update at https://commandalkon.com/legal/.

11. Changes, Term and Termination

11.1 No unilateral expansion. Command Alkon shall not expand the Permitted Purposes, or relax Sections 4 or 5, without Customer’s informed written agreement. This applies even if another provision of the Agreement allows Command Alkon to amend its terms unilaterally.

11.2 Term. The license in Section 3 continues for the term of the applicable Order Form. On expiry or termination, Command Alkon shall stop using Licensed Data for the purposes in Sections 3.2(c) and (d), except for aggregated datasets already created in compliance with Section 5.

11.3 Assignment. Command Alkon may assign the license in Section 3 only together with an assignment of the Agreement permitted under its terms. The license remains subject to this Schedule after assignment.

12. Fairness and Precedence

12.1 The parties confirm that they have had the opportunity to negotiate this Schedule.

12.2 No limitation or exclusion of liability in the Agreement applies to a party’s liability for intentional acts or gross negligence in breach of this Schedule.

12.3 If this Schedule conflicts with any other provision of the Agreement, this Schedule controls.

Annex 1: Connected Product and Related Service Data Sheet

The following Command Alkon products are considered to be Connected Products:

  • TrackIt hardware
  • Load Assurance hardware
  • COMMANDbatch hardware

The following Command Alkon products are considered to be Related Services:

  • TrackIt software
  • Load Assurance software
  • COMMANDbatch software
  • Command Cloud (to the extent it communicates with Connected Products)

For Connected Products and Related Services:

  • Product Data is generated continuously and in real time during use in volumes that depend on Customer’s implementation;
  • Data is stored on-device, on server, or in the cloud depending on product type, use, and implementation;
  • Data is retained in accordance with Command Alkon’s data retention schedule;
  • Customer may access, retrieve and erase the data through Customer interaction with the products or through a request to Command Alkon;
  • Command Alkon will use Readily Available Data for the Permitted Purposes under the Agreement;
  • Third party sub-processors will use the data in accordance with the Agreement;
  • A list of third party sub-processors is available upon request;
  • Customers may request sharing with a third party and manage that sharing through a request to Command Alkon;
  • Customers have the right to lodge a complaint with the competent authority.

Specific details for each individual Connected Product and/or Related Service are available upon request to legal@commandalkon.com.

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