EU Data Act Addendum

This EU Data Act Addendum (“Addendum”) has been made on the date set out below

BETWEEN

Paligo AB, corporate registration number 559021-1537, a company incorporated under the laws of Sweden ( “Paligo” or “Service Provider”),

AND

The customer outlined in the Agreement (as defined below) with Paligo (the “Customer”).

Each party may in this Agreement also be referred to as a “Party” and jointly as the “Parties”.

Background
1. Paligo operates an online end-to-end component content management system (CCMS) solution for technical documentation, policies and procedures, and knowledge management (the “Solution”). The Solution is a software-as-a-service (SaaS) solution. Customer is using the Solution in its business under an existing agreement with Paligo, either a Master Service Agreement (“MSA”) or Terms of Use (“TOS”). The agreement entered into between the Parties, including MSA or TOS, as applicable, is hereinafter referred to as the “Agreement”.
2. The European Union has enacted Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828 (hereinafter the “Data Act”). The purpose of this Addendum is to implement certain mandatory provisions of the Data Act.
Scope and Applicability
1. This Addendum amends the Agreement. In case of contradictions between the Agreement and the Addendum, the Addendum shall prevail.
2. This Addendum applies solely to the provision of the Data Processing Service to the Eligible Customer. The Addendum shall only be applicable to Agreements entered into on or after 12 September 2025.
3. This Addendum shall not apply in cases listed in Article 31 of the Data Act.
Definitions
1. The following capitalized terms shall have the meaning assigned to them below for the purpose of this Addendum:
  1. “Agreement” shall have the meaning set out in Section 1.1.
  2. “Data Act” shall have the meaning set out in Section 1.2.
  3. “Data Processing Service” means the Solution, or parts thereof, that the Eligible Customer is using under the MSA or TOU and is deemed to be a data processing service in accordance with Article 2(8) of the Data Act.
  4. “Data Retention Period” shall have the meaning set out in Section 6.1.
  5. “Eligible Customer” means the Customer, if (i) the Customer is incorporated in a member state of the European Union and has its billing address within the European Union (as registered with Paligo) or (ii) the Customer is incorporated and has its billing address in a member state of the European Economic Area (EEA) following enactment and implementation of the Data Act in such state.
  6. “Exportable Data” shall have the meaning set out in Article 2(38) of the Data Act and as further outlined in Section 8.1.
  7. “MSA” shall have the meaning set out in Section 1.1.
  8. “Notice Period” shall have the meaning set out in Section 4.1.
  9. “Objective” means (i) a data processing service (as defined in Article 2(8) of the Data Act) that share the same primary objective, data processing service model and main functionalities as the Data Processing Service, which is provided by a different provider than Paligo, (ii) on-premises ICT infrastructure and computing resources owned, rented or leased by the Eligible Customer, located in the data centre of the Eligible Customer itself and operated by the Eligible Customer or by a third-party, or (iii) to erase the Eligible Customer’s Exportable Data.
  10. “Solution” shall have the meaning set out in Section 1.1.
  11. “Switch” and “Switching” shall have the meaning set out in Article 2(34) of the Data Act.
  12. “TOU” shall have the meaning set out in Section 1.1.
  13. “Transitional Period” shall have the meaning set out in Section 5.1.
  14. “Transitional Support” shall have the meaning set out in Section 5.5.
2. In addition to the defined terms in this Addendum, the terms defined in the MSA or TOU, as applicable between the Parties, shall apply to this Addendum. Further, defined terms not otherwise defined in the Addendum shall have the meaning assigned to it in the Data Act.
Notice Period to Initiate a Switch
1. An Eligible Customer is entitled to initiate a Switch from the Data Processing Service to an Objective, by giving Paligo a written notice no later than two (2) months prior to the initiation of the Switch (“Notice Period”). The written notice shall contain at least the following information:
  1. A clear description of the Objective, including particulars regarding the third-party provider of the same service type, the on-premises ICT infrastructure or the Exportable Data to be erased;
  2. The scope of the Switch; including particulars on the Exportable Data to be included in the Switch;
  3. The Eligible Customer’s desired date for the Switch within thirty (30) days after the end of the Notice Period.
2. If Paligo deems that the desired date for the Switch is not feasible, Paligo shall inform the Eligible Customer and propose a new date for the Switch.
Transitional Period
1. Following the Notice Period, a mandatory Transitional Period of maximum thirty (30) days commences (“Transitional Period”). Paligo shall endeavour to perform the Switch during the Transitional Period, with the aim of completing the Switch on the agreed date.
2. If the performance of the Switch during the Transitional Period is deemed technically unfeasible by Paligo, Paligo shall notify the Eligible Customer without undue delay and indicate an alternative date for the Switch, which shall automatically extend the Transitional Period accordingly. The Transitional Period shall not exceed seven (7) months from the end of the Notice Period.
3. The Eligible Customer has the right to extend the Transitional Period once, for a period that the Eligible Customer considers more appropriate for its own purposes.
4. Continuity of the provision of the Solution by Paligo to the Eligible Customer shall be ensured throughout the Transitional Period, in accordance with the Agreement.
5. During the Transitional Period, Paligo shall:
  1. provide reasonable assistance to the Eligible Customer and third parties authorised by the Eligible Customer in the Switching process;
  2. act with due care to maintain business continuity, and continue the provision of the Solution to the Eligible Customer in accordance with the Agreement; and
  3. upon Eligible Customer’s request, provide clear information concerning known risks (if any) to continuity in providing the Solution to the Eligible Customer,
    hereinafter together defined as “Transitional Support”.
6. The Parties shall cooperate in good faith to make the Switching process effective, enable the timely transfer of Exportable Data and maintain the continuity of the Solution until the Switch is completed.
7. Upon Eligible Customer’s written request, Paligo shall support the Eligible Customer’s exit strategy relevant to the Solution, including by providing relevant information to the Eligible Customer to enable an effective Switch.
8. If self-service functionality is available in the Solution to perform the Switch, Transitional Support requested from Paligo over and above use of the self-service functionality shall be deemed reasonable only if the Eligible Customer has endeavored to use such self-service functionality to perform the Switch.
9. If the Eligible Customer engages Paligo to a greater extent than is reasonable to perform the Switch, including if the Eligible Customer does not use available self-service functionality and relevant Paligo guidelines, such assistance shall be paid for by the Eligible Customer on a time and materials basis at an hourly rate of EUR 150.00.
10. The Transitional Period shall end upon successful completion of the Switch.
Data Retention Period and Deletion
1. Following the Transitional Period, including any extension under Section 5.2 and/or 5.3, a period of one (1) month shall commence during which Eligible Customer may request data retrieval of Exportable Data from Paligo (“Data Retention Period”). The Parties may agree in writing on a longer Data Retention Period.
2. Paligo shall maintain a high level of security throughout the Switching process, in particular relating to the security of Exportable Data during a transfer and the continued security of the Exportable Data during the Data Retention Period. Eligible Customer acknowledges and agrees with Paligo’s security practices as described on the Paligo website.
3. After the end of the Data Retention Period, Paligo will irrevocably erase all Exportable Data in accordance with Paligo’s standard practices. Upon Eligible Customer’s request, Paligo shall provide Eligible Customer with written confirmation that all Eligible Customer’s Exportable Data has been irrevocably erased by Paligo.
4. If Eligible Customer notified Paligo in the written notice to initiate the Switching process that the Eligible Customer does not intend to Switch but instead to erase the Exportable Data, the Data Retention Period shall commence directly following the Notice Period. Consequently, no Transitional Period shall take place hereunder.
Termination
1. The Agreement is terminated:
  1. where applicable, upon the successful completion of the Switching process (including the Data Retention Period); or
  2. at the end of the Notice Period (including the Data Retention Period), if Eligible Customer notified Paligo in the written notice to initiate the Switching process that the Eligible Customer does not intend to Switch but instead to erase the Exportable Data in order to terminate the use of the Solution.
2. If applicable law, regulation, or binding governmental decision establishes that Paligo is not subject to the obligations imposed by the Data Act or any national implementation, Paligo shall have the right to terminate this Addendum by providing thirty (30) days’ prior written notice to the Customer.
Specification of Exportable Data
1. The following categories of data and digital assets can be ported during the Switching process (the Exportable Data):
  1. Customer data, as defined in the MSA;
  2. User Generated Content, as defined in the TOU;
  3. User account data; and
  4. Log data relating to Eligible Customer’s use of the Solution.
2. The Exportable Data will be provided by Paligo in a structured, commonly used and machine-readable format.
3. The following categories of data are to be exempted from the Exportable Data:
  1. Source code, technical solutions, and data specific to the internal functioning of the Solution;
  2. Paligo’s Intellectual Property Rights;
  3. Paligo’s confidential information and trade secrets;
  4. Data relating to other Paligo customers or third-party products;
  5. Personal data not relating to the Eligible Customer; and
  6. Any other data or information that is not listed as Exportable Data.
Fees and Payment
1. If a Switch is initiated by the Eligible Customer prior to 12 January 2027, Paligo will impose a switching charge on the Eligible Customer for provision of Transitional Support. The Switching charge shall be based on the costs incurred by Paligo to provide Transitional Support, whereby the work performed by Paligo shall be calculated on a time and materials basis at an hourly rate of EUR 150.00.
2. Fees and costs under this Addendum shall be invoiced by Paligo monthly in arrears. All amounts are exclusive of VAT and other applicable taxes and charges.
3. To avoid doubt, the Eligible Customer shall pay all applicable fees and costs under the Agreement until termination, including during the Notice Period, Transitional Period and Data Retention Period.
4. In case Eligible Customer is using the Solution under an Initial Subscription Period, Initial Subscription Term, Renewal Period or other annual or multi-year term, the Eligible Customer agrees that the pricing for such long term commitment generally means a favorable rate compared to a month-to-month arrangement. If the Agreement is terminated under this Addendum prior to the expiry of the then-current term of the Agreement, Eligible Customer shall pay an early termination fee equal to the fees that would have become payable for the remainder of the then current term, had the Agreement continued in full force without such early termination under this Addendum. The Eligible Customer shall not be entitled to any refund of any fees and/or costs following the fulfilment of an Objective under this Addendum.
Miscellaneous
1. In case the MSA or TOU in effect between the Parties include a reference to this Addendum, the Addendum shall apply between the Parties if the Customer is an Eligible Customer regardless of whether the Addendum is signed or not, and shall continue to be in effect during the term of the Agreement.
2. The Addendum shall automatically cease in case the Agreement is terminated, unless the Agreement is replaced by a new agreement regarding provision of software services.
3. This Addendum is governed by the same law and jurisdiction as the Agreement.