EU Data Act Article 25 Data Switching Schedule
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1. Purpose and Scope
1.1 This Schedule sets out Customer’s rights and Command Alkon’s obligations for Switching, as required by Article 25 of Regulation (EU) 2023/2854 (the “Data Act”).
1.2 This Schedule applies only to SaaS Services that qualify as data processing services under the Data Act. It does not apply to on-premises software licensed for installation on Customer’s systems, hardware, or Professional Services.
1.3 This Schedule does not apply to any SaaS Service that Command Alkon has custom-built for Customer, where most of its main features were developed to Customer’s specific needs and it is not offered at broad commercial scale through Command Alkon’s service catalogue, if the applicable Order Form identifies that SaaS Service as custom-built.
2. Definitions
In this Schedule:
“Destination Provider” means a provider of data processing services that Customer designates to receive Customer’s Exportable Data and Digital Assets.
“Digital Assets” means elements in digital form, including applications, for which Customer has the right of use, independently of the contractual relationship with the SaaS Services. Digital Assets exclude Command Alkon’s software, Documentation, and other Command Alkon intellectual property.
“Excluded Data” means the categories of data listed in Part B of Annex 1.
“Exportable Data” means input and output data, including metadata, that Customer’s use of the SaaS Services generates or co-generates, directly or indirectly. Exportable Data excludes Excluded Data and any assets or data that are protected by Command Alkon’s or a third party’s intellectual property rights or that constitute Command Alkon’s trade secrets.
“Notice Period” means the period beginning on Command Alkon’s receipt of a Switching Request and ending two (2) months later, or on any earlier date that Customer specifies in the Switching Request.
“On-Premises Infrastructure” means information and communication technology infrastructure that Customer, or a third party acting on Customer’s behalf, owns, operates or controls.
“Retrieval Period” means the period described in Section 6.1.
“Switching” means the process by which Customer moves from the SaaS Services to (a) a Destination Provider’s data processing service of the same service type, or (b) On-Premises Infrastructure, including by extracting, transforming and uploading Exportable Data and Digital Assets.
“Switching Request” means a written notice from Customer, sent under the notices section of the Agreement, requesting to initiate Switching or erasure under this Schedule.
“Transitional Period” means the period described in Section 4.1, as extended under Section 4.3 or Section 4.4.
3. Switching Request and Customer Election
3.1 Customer may submit a Switching Request at any time during the term of the applicable Order Form.
3.2 By the end of the Notice Period, Customer shall notify Command Alkon in writing that it elects one or more of the following:
(a) switch to a Destination Provider, in which case Customer shall provide the Destination Provider’s name and the technical details reasonably necessary for the transfer;
(b) switch to On-Premises Infrastructure; or
(c) erase its Exportable Data and Digital Assets.
3.3 If Customer does not make an election under Section 3.2 by the end of the Notice Period, Customer will be deemed to have elected to switch to On-Premises Infrastructure, and Command Alkon shall make the Exportable Data and Digital Assets available for download under Section 6.
4. Transitional Period
4.1 The Transitional Period begins when the Notice Period ends. It ends when Switching completes, and in any event no later than thirty (30) calendar days after it begins, subject to Sections 4.3 and 4.4.
4.2 During the Transitional Period, this Agreement and the applicable Order Form remain in effect, and Command Alkon shall:
(a) provide reasonable assistance to Customer, and to third parties Customer authorizes, in the Switching process;
(b) act with due care to maintain business continuity, and continue to provide the functions and services under the Agreement;
(c) provide clear information about known risks to the continuity of the SaaS Services on Command Alkon’s side;
(d) maintain a high level of security throughout Switching, including the security of data in transit and during the Retrieval Period, in accordance with applicable Union and national law and the security terms of the Agreement; and
(e) provide the Exportable Data and Digital Assets in the formats, and through the methods, identified in Annex 1 and the Switching Register.
4.3 If a thirty (30) day Transitional Period is technically unfeasible, Command Alkon shall notify Customer in writing within fourteen (14) working days after receiving the Switching Request. The notice shall:
(a) explain why the thirty (30) day period is technically unfeasible; and
(b) state an alternative Transitional Period, which shall not exceed seven (7) months.
Command Alkon shall maintain service continuity throughout the alternative Transitional Period.
4.4 Customer may extend the Transitional Period once, for any period Customer considers appropriate, by written notice to Command Alkon before the Transitional Period ends. Customer shall pay the applicable Fees for the SaaS Services during any extension, at the rates in effect under the Order Form.
5. Exit Support
Command Alkon shall support Customer’s exit strategy for the SaaS Services. This includes providing all information reasonably relevant to Switching, such as data schemas, export tools, API documentation, and the status of the transfer.
6. Data Retrieval and Erasure
6.1 Customer may retrieve its Exportable Data and Digital Assets for at least thirty (30) calendar days after the Transitional Period ends or such longer period as the parties agree in writing (the “Retrieval Period”). During the Retrieval Period, Command Alkon shall not delete the Exportable Data and Digital Assets and shall keep them secure under Section 4.2(d).
6.2 After the Retrieval Period ends, Command Alkon shall fully erase all Exportable Data and Digital Assets generated directly by Customer or relating directly to Customer in accordance with Command Alkon’s data retention schedule, provided that Switching has completed successfully. On request, Command Alkon shall certify the erasure in writing.
6.3 If Customer elects erasure under Section 3.2(c), Command Alkon shall erase the Exportable Data and Digital Assets in accordance with its data retention schedule after the Notice Period ends.
6.4 Sections 6.2 and 6.3 do not require Command Alkon to erase data that applicable law requires it to retain. Command Alkon shall keep any retained data confidential, protect it under the Agreement, and use it only for the purpose of the required retention.
7. Termination on Switching
7.1 The applicable Order Form, as it relates to the SaaS Services subject to the Switching Request, will be considered terminated, and Command Alkon shall notify Customer of the termination:
(a) when Switching completes successfully; or
(b) at the end of the Notice Period, where Customer elected erasure without Switching.
7.2 Termination under this Section 7 does not affect (a) Fees accrued for SaaS Services provided through the termination date, or (b) any early termination fee stated in the agreements between the parties and disclosed to Customer before signing under Section 8.3.
8. Switching Charges
8.1 From 12 January 2027, Command Alkon shall not charge Customer any switching charges for the Switching process.
8.2 For Switching Requests received before 12 January 2027, Command Alkon may charge reduced switching charges. These shall not exceed the costs Command Alkon incurs that are directly linked to the Switching. Command Alkon shall itemize them in writing.
8.3 Before Customer signs an Order Form, Command Alkon has provided, or shall provide, clear information on the standard service fees, any early termination fees, and any switching charges that may apply.
8.4 Fees for the SaaS Services during the Notice Period and Transitional Period, including any extension under Section 4.4, are not switching charges.
9. Customer Cooperation
Customer shall provide timely information and access, and shall make reasonable efforts to cause any Destination Provider to cooperate, as reasonably needed for Switching. Command Alkon is not responsible for delays caused by Customer or a Destination Provider.
10. Precedence
If this Schedule conflicts with any other provision of the Agreement, this Schedule controls. No provision of the Agreement limits Customer’s rights under this Schedule.
Annex 1: Data Categories
Part A: Exportable Data. The following categories may be ported during Switching: customer and project master data; order, ticket and dispatch records; mix designs entered by Customer; delivery and batch records; user account data; configuration settings; audit logs relating to Customer’s use; associated metadata and timestamps.
Part B: Excluded Data. The following categories are specific to the internal functioning of the SaaS Services. They are excluded from Exportable Data because porting them risks breaching Command Alkon’s trade secrets. These exclusions shall not impede or delay Switching: proprietary source code and algorithms; internal system logs and performance telemetry not specific to Customer; security configurations of Command Alkon’s multi-tenant infrastructure; aggregated and anonymized data that does not identify the Customer.