EU Data Act Addendum

1. Customer Rights and Provider Obligations

The rights of the Customer and the obligations of the Provider in relation to switching between providers, or to an on-premises ICT infrastructure, are set out in this Addendum.

2. Switching and Portability

Switching Right. Upon Customer's written request, Customer shall have the right to switch to another data processing service provider or to port all exportable data and digital assets to an on-premises ICT infrastructure.

Timing. The process of switching shall occur without undue delay and in any event not later than thirty (30) calendar days after expiration of the notice period in Section 4 (the "Transitional Period"), subject to Section 12 below.

Provider's Obligations During Transitional Period. During the Transitional Period, Provider shall:

• provide reasonable assistance to Customer and any third party authorized by Customer in the switching process;
• act with due care to maintain business continuity and continue providing all contracted functions and services under the Agreement;
• provide clear information on known risks to continuity of service; and
• ensure a high level of security throughout the switching and retrieval periods, including security of data during transfer.

3. Exit Strategy Support

Provider shall support Customer's exit strategy for the contracted services, including by providing all relevant information reasonably necessary for the switching or porting process.

4. Notice Period

Customer shall provide Provider two (2) months written notice of its desire to switch providers ("Notice Period").

5. Data Specification

Exportable Data. Provider shall make available an exhaustive specification of all categories of data and digital assets that can be ported during the switching process, including at a minimum all exportable data generated or supplied by Customer.

Exempt Data. Provider may specify categories of internal-functioning data that are exempt from porting where disclosure would create a risk of breach of Provider's trade secrets, provided such exemptions do not impede or delay switching.

6. Termination upon Completion

The Agreement shall be deemed terminated, and Customer shall be notified, in either of the following cases:

• upon successful completion of the switching process; or
• upon expiration of the maximum notice period where Customer has elected not to switch but instead to erase its exportable data and digital assets rather than switch.

7. Retrieval Period

Following termination of the Transitional Period, Customer shall have a minimum retrieval period of thirty (30) calendar days (the "Retrieval Period") to access and retrieve exportable data and digital assets.

8. Erasure

Provider shall guarantee full erasure of all exportable data and digital assets generated directly by Customer or relating directly to Customer after the expiry of the Retrieval Period (or such later period as the parties may agree), subject only to legal retention obligations. Provider shall provide written confirmation of deletion upon request.

9. Switching Charges

Any switching charges shall be transparent, reasonable, and cost-based in accordance with Article 29 of the Data Act.

Note: Per the EU Data Act, switching charges must be entirely phased out by January 12, 2027.

Provider may charge for: (i) data export on a cost-per-unit basis; (ii) professional services (e.g., hourly support during transition); and (iii) infrastructure costs reasonably incurred.

10. Early Termination Fee

If Customer elects to terminate the Agreement before expiry of the committed subscription term, Customer shall pay an early termination fee equal to 33% of the remaining subscription fees, representing Provider's reasonable and demonstrable costs associated with early capacity planning, infrastructure commitments, and discounts provided to Customer. Provider shall make available, upon Customer's request, a description of the cost basis supporting such fee.

11. Customer's Options upon Termination

Customer may notify Provider of its decision to take any of the following actions upon expiration of the Notice Period:

• switch to a different provider (with details of that provider);
• switch to an on-premises ICT infrastructure; or
• erase its exportable data and digital assets.

12. Technical Unfeasibility

If the Transitional Period is technically unfeasible, Provider shall notify Customer within fourteen (14) working days of Customer's switching request, duly justify such unfeasibility, and propose an alternative transitional period not exceeding seven (7) months. Service continuity shall be ensured throughout such alternative period.

13. Extension Right

Customer shall have the right to extend the Transitional Period once, for a duration it considers appropriate for its own purposes, upon written notice to Provider.

14. Public Authority Access

If Provider receives a legally binding request from a public authority to access Customer's exportable data or digital assets, or becomes aware of direct access by such authority, Provider shall promptly notify Customer (unless legally prohibited) and cooperate with Customer to the extent reasonably possible.

15. Transparency and Compliance

In accordance with Article 27 of the Data Act, Handbid's jurisdiction governing ICT infrastructure and measures to prevent unlawful international governmental access to non-personal data are published at https://handbid.com/legal/trust. Provider may amend this Addendum as necessary to reflect changes in applicable law, regulatory guidance, or implementing acts under the Data Act. Provider shall notify Customer in advance of any such amendments.

16. Definitions

Exportable data means any data or digital assets generated directly by Customer or relating directly to Customer that can be ported in accordance with Article 25 of the Data Act.

Digital assets means applications, configurations, and other machine-readable assets associated with Customer's use of the services, to the extent exportable.

17. Precedence

In the event of conflict between this Addendum and other provisions of the Agreement, this Addendum shall prevail with respect to matters governed by Article 25 of the Data Act.

Contact

Handbid, Inc.
9200 E Mineral Ave, #350
Centennial, CO 80112
Email: legal@handbid.com