DATA ACT ANNEX

1. Scope & Applicability

This Annex applies to the extent specified in section 13.4. of the Master Subscription Agreement.

2. Right to Switch and Portability

The Customer shall have the right, upon request, to switch from Cleeng’s Subscription Services to a different provider of data processing services or to port all exportable data and digital assets to an on-premises ICT infrastructure, without undue delay and in any event not later than the mandatory maximum transitional period specified below.

3. Data and Digital Assets - Porting Scope

A specification of all categories of data and digital assets that can be ported during the switching process is available in the Documentation. The export can be performed by the Customer in a structured, commonly used, machine-readable format (including CSV, XLSX, JSON, or API-compatible formats) as specified in the Documentation. It will encompass, at a minimum, all data categories described in the Documentation, including subscriber data, transaction data, subscription details, segmentation, gift/refund records, and associated metadata.

4. Notice Period and Initiation

4.1. The Customer may initiate the switching process by providing written notice to Cleeng (“Switching Notice”). The maximum notice period for initiation of the switching process shall not exceed two (2) months from the date of the Switching Notice.
4.2. The Customer shall, upon or before the end of the maximum notice period for initiating the switching process as specified above, notify Cleeng whether they elect to:

a) switch to another provider; 
b) transfer exportable data to on-premises infrastructure;
c) or erase such data and digital assets. 

Cleeng shall act in accordance with such notification.

5. Switching Process and Transitional Period — Cleeng’s Responsibilities 

5.1. During the switching process and for the duration of the mandatory maximum transitional period, which shall not exceed thirty (30) calendar days after the maximum notice period of two (2) months, Cleeng will:

• Provide reasonable assistance to the Customer and any authorized third party to facilitate the switching or porting of all exportable data and digital assets, in accordance with the Customer’s notification;
• Act with due care to maintain business continuity and continue providing the Subscription Services’ functions as per the Agreement;
• Clearly inform the Customer about any known risks to continuity in functionality or service if such risks are identified;
• Maintain a high level of security throughout the switching process, including during transfer and throughout the data retrieval period, in line with Data Act and Dutch law.

5.2. Cleeng shall support the Customer’s exit strategy for the contracted Subscription Services by providing all relevant information required for efficient migration and business continuity.

6. Transitional Period Extension 

6.1. Exceptional Circumstances. If the maximum transitional period proves technically unfeasible, Cleeng will, within fourteen (14) working days of the Switching Notice, duly justify the technical limitation and propose an alternative transitional period not exceeding seven (7) months. During any extended period, Cleeng shall ensure continued service continuity.
6.2. Extension by the Customer. The Customer has the right to extend the transitional period once for an additional, reasonable period suitable for its own purposes, upon notice to Cleeng.

7. Data Retrieval Period 

After the end of the transitional period, the Customer shall have a minimum period of thirty (30) calendar days, or such longer period as may be expressly agreed between the parties, to retrieve their data and digital assets.

8. Data Erasure upon Completion

Following the expiry of the retrieval period or after a later date if expressly agreed, Cleeng guarantees the full erasure of all exportable data and digital assets generated or relating directly to the Customer, subject to successful completion of the switching process.

9. Switching Charges & Data Egress Fees

If, before 12 January 2027, the Customer requests the transfer or migration of Customer Data under the terms of this annex and the Data Act, Cleeng will charge the Customer for objectively justified, direct technical costs actually and reasonably incurred as a result of the migration or export process. No switching, migration, or data egress charges will be levied after 12 January 2027, except for external, third-party costs incurred solely at the request and with the consent of the Customer. 

10. Early Termination Penalties

The Fees set forth in an applicable Order Form reflect a discounted fixed-term pricing offered exclusively for a Customer commitment for the Subscription Term. If the Customer exercises its right to terminate the Agreement in accordance with Article 25 of the EU Data Act (for convenience) before the expiry of the fixed Subscription Term, the Customer shall pay Cleeng an Early Termination Penalty equal to the Fees payable for the Minimum Commitment due for the remainder of the then-current Subscription Term. It is acknowledged by both Parties that the Early Termination Penalty is considered to be reasonable and proportionate under Recital 89 and Article 29 of the EU Data Act.

11. Agreement Termination - Switching, Porting, or Data Erasure

11.1. Upon the occurrence of one of the following, the Agreement shall be considered terminated with respect to the Subscription Services:

• Upon the Customer’s successful completion of the switching process—defined as the effective transfer or porting of all exportable data and digital assets to either a different provider of data processing services or to an on-premises ICT infrastructure, as confirmed by the Customer in writing.
• At the end of the maximum notice period for initiating the switching process, as set out in this Annex, where the Customer elects not to switch but instead to have all exportable data and digital assets erased upon service termination.

11.2. Cleeng shall promptly notify the Customer when the contract is considered terminated in accordance with this clause.

12. Unfair Contract Terms

Cleeng shall not enforce nor introduce any contract terms deemed ‘unfair’ under the Data Act or Dutch Law, especially those that substantially restrict data access, portability, switching, or are unilaterally imposed without negotiation. Any such term is void and unenforceable to the extent applicable under the Data Act.

13. Contractual Transparency Obligations

13.1. Cleeng undertakes an individual assessment for each request for access or transfer of non-personal data by governmental authorities. 
13.2. Information on Cleeng's data processing infrastructure jurisdiction and measures to prevent international governmental access or transfer of non-personal data conflicting with Union or Dutch laws is available below.

14. Definitions

Terms such as “data,” “digital asset,” “data holder,” and “exportable data” are understood in accordance with definitions provided in the Data Act, Dutch national implementing legislation, and the Master Subscription Agreement.

15. Applicability to Pay-As-You-Go and Open-Ended Contracts

For the avoidance of doubt, sections 4, 5, 6, 9, 10 and 11 of this Annex, relating to switching rights, notice periods, and early termination penalties, do not apply to monthly ‘pay-as-you-go’ arrangements or contracts of no fixed term, since such plans are inherently open to termination or migration upon standard notice as provided in the core Agreement.

Version 21 October 2025