Teradata EU Data Act Addendum

This Addendum (“Addendum”) is part of the Agreement between the Customer and Provider. It describes both the Customer’s rights and the Provider’s obligations when switching between data processing services, as required by Chapter VI of the EU Data Act. If there is a conflict between this Addendum and any other contract terms or documents (including the Order, policies, or annexes), this Addendum will take priority for the topics it covers.

1 Definitions

The following definitions in this Addendum as well as the other parts of the Agreement (including its Annexes) as agreed between Parties, will have the following meaning for the purposes of this Addendum:

1.1. "Agreement" means the written agreement between the Parties in respect of the provision of Services including the Order, any amendment thereof or supplement thereto, as well as all acts related to performance of the Agreement(s), including without limitation its annexes.

1.2 "Teradata Cloud Service" or "Cloud Service" as defined in the Agreement.

1.3 "Customer" as defined in the Agreement

1.4 "Data" as defined in Article 2(1) Data Act. For easy reference: any digital representation of acts, facts or information and any compilation of such acts, facts or information, including in the form of sound, visual or audio-visual recording.

1.5 "Data Act" means Regulation (EU) 2023/2854 (‘DA’).

1.6 "Data Processing Service" is the Teradata Cloud Service

1.7 "Destination Provider" as mentioned in Article 2(34) Data Act, means the destination provider of data processing services, whereby the Customer changes from using the Data Processing Services from Provider to using another data processing service of the same service type, or other service, offered by such different provider of data processing services, or to an on-premises ICT infrastructure, including through extracting, transforming and uploading the data.

1.8 "Digital assets" as defined in Article 2(32) Data Act. For easy reference: elements in digital form, including applications, for which the Customer has the right of use, independently from the contractual relationship with the Data Processing Service it intends to switch from.

1.9 "Exportable data" as defined in Article 2(38) Data Act. For easy reference: the input and output data, including metadata, directly or indirectly generated, or cogenerated, by the Customer’s use of the Data Processing Service, excluding any assets or data protected by intellectual property rights, or constituting a trade secret, of the Provider or third parties.

1.10 "Maximum Notice Period" as defined in Article 25(2)(d) Data Act, is two months.

1.11 "Mandatory Maximum Transitional Period" as defined in Article 25(2)(a) Data Act, is one   month.

1.12 "Minimum Period of Data Retrieval" as defined in Article 25(2)(g) Data Act, is one month.

1.13 "Order" as defined in the Agreement.

1.14 "Other Services" means all professional services of whatever nature to be provided by Provider to Customer under the Agreement as defined therein, that are not Data Processing Services.

1.15 "Party or Parties" means Customer or Provider, respectively Customer and Provider.

1.16 "Personal Data" as defined in Article 4, point (1), of Regulation (EU) 2016/679 (General Data Protection Regulation (‘GDPR’)).

1.17 "Provider" means the Teradata entity that provides the Data Processing Service as defined in the applicable Order and/or Agreement.

1.18 "Service Fee" means the fees due and owed by Customer to Provider as consideration for the provision of services as agreed by Parties under the Agreement.

1.19 "Switching" as defined in Article 2(34) Data Act. For easy reference: the process involving the (source) Provider, a Customer of a data processing services and, where relevant, a destination provider of data processing services, whereby the customer of a data processing service changes from using one data processing service to using another data processing service of the same service type, or other service, offered by a different provider of data processing services, or to an on-premises ICT infrastructure, including through extracting, transforming and uploading the data.

1.20 "Switching charges" as defined in Article 2(36) Data Act. For easy reference: charges, other than standard service fees or early termination penalties, imposed by a provider of data processing services on a customer for the actions mandated by the Data Act for switching to the system of a different provider or to on-premises ICT infrastructure.

2 Information

2.1 Before placing the Order for the Data Processing Services, the Provider has provided the Customer with clear information about:

2.1.1 their current standard service fees and, where applicable, early termination penalties;

2.1.2 the Switching Charges where relevant;

2.1.3 services for which it is impossible to switch without significant interference in the Data, Digital Assets or service architecture, where relevant;

2.1.4 specific services where the obligations on switching and exit do not apply, where relevant.

2.2 Customer acknowledges that switching from the Teradata Cloud Service may be considered as highly complex and costly.

2.3 All Categories of Data and Digital Assets that the Customer has uploaded to the Cloud Service including, at a minimum, all Exportable Data, can be ported during the switching process.

2.4 Teradata will provide clear information concerning known risks to continuity in the provision of the functions or Services on the part of Teradata. 

2.5 Information required according to Article 26 DA (reference to online register): exportable data is available in all structures and formats in which the Customer uploaded the data to the Cloud Service. The relevant standards and interoperability are controlled by the Customer and Teradata does not impose any restrictions that would interfere with open operability specifications.

2.6 Additional information required according to Article 28 DA: (a) the ICT Infrastructure of the applicable Cloud Service is subject to the laws of the country where the ICT Infrastructure is located. The applicable Order determines the location of the ICT Infrastructure. (b) The technical and organizational measures that prevent unauthorized access to personal and non-personal data are available at: https://www.teradata.com/Privacy/Data-Processing-Addendum/Security-Measures.

3 Switching and Exit Plan

3.1 Upon the Customer´s request the Parties will agree on a switching and exit plan (the “Plan”), that will include:

3.1.1 details regarding switching and exit assistance, including the porting methods and formats, and steps required to carry out the switching process;

3.1.2 the contact designated respectively by the Customer and the Provider to carry out the Plan;

3.1.3 an estimate of the time needed to export and transfer the Data and Digital Assets out of the source Provider’s environment;

3.1.4 restrictions and technical limitations, including those arising from storage of Data outside of EU;

3.1.5 a description of the sequence of operations proposed by the Provider; and

3.1.6 a description of the testing method proposed by the Provider if tests are carried out.

3.2 If required by the Customer, the Provider must provide information explaining relevant procedures to the Customer’s designated personnel (or such other third parties as the Customer may authorise).

3.3 If requested by the Customer, the Provider either will undertake to arrange a test or will support Customer in its testing, to check that the Plan works in practice for exportable data and digital assets. If problems appear during the test, the Parties will in good faith analyse the causes and agree on solutions.

3.4 The Provider and the Customer undertake to update the Plan whenever necessary and at least to check, at the Customer’s request, if changes are required.

4 Initiation of the switching process

4.1 The Customer must give the Provider a switching notice that it initiates the switching, observing the Notice Period of two months. If the Customer wishes to switch only with regard to certain Services, Data or Digital Assets, it must specify that in the notice. 

4.2 In such switching notice the Customer may inform whether it intends:

4.2.1 to switch to a different Provider of Data Processing Services. In this case the Customer should provide necessary details of the Destination Provider;

4.2.2 to switch to an on-premises ICT infrastructure of the Customer; or

4.2.3 not to switch but only erase their exportable Data and Digital Assets.

5 Transitional Period

5.1 When the Provider cannot respect the agreed one month Transitional Period because this is not technically feasible, the Provider undertakes to:

5.1.1 notify in writing including by adequate electronic means, the Customer within 14 working days after receiving the notice for switching;

5.1.2 indicate an alternative Transitional Period, which must not exceed seven (7) months from the date of the Customer’s switching notice; and

5.1.3 give proper justification for the technical unfeasibility.

The Customer should then confirm the receipt of such extension notice within 3 working days.

5.2 The Customer may extend the Transitional Period once, for a period they consider more appropriate for their own purpose, for no longer than seven (7) months, from the date of the Customer’s switching notice. In that case, the Customer must notify the Provider in writing, including by adequate electronic means, of their intention until the end of the original Transitional Period and indicate the alternative Transitional Period.

5.3 If the Transitional Period or the alternative Transitional Period exceed the End Date (as defined in the Order) of the Cloud Service Term agreed by the Parties, the Customer will be obliged to pay the current Teradata standard fees for the period starting from the End Date of the Cloud Service Term. 

6 Obligations of the Provider during the switching process

6.1 The Provider undertakes to provide reasonable assistance to the Customer and third parties authorised by the Customer once the switching process starts and throughout its duration so that the Customer can switch within the Mandatory Transitional Period. For avoidance of doubt, the Provider is not responsible and will not provide assistance for the import and implementation of Data and Digital Assets in the Customer´s systems or the systems of the Destination Provider. To this effect, the Provider must, in particular:

6.1.1 Provide capabilities, adequate information (including documentation necessary to complete switching) and technical support. If problems are detected, the Provider and the Customer will in good faith analyse the causes and agree on solutions.

6.1.2 Act with due care to maintain business continuity and continue to provide the functions or services under the Agreement.

6.1.3 Maintain a high level of security throughout the switching process consistent with the security levels agreed in the Agreement, in particular for the security of the data during their transfer.

7 Customer’s obligations

7.1 The Customer undertakes to take all reasonable measures to achieve effective switching. The Customer undertakes to be responsible for the import and implementation of Data and Digital Assets in their own systems or in the systems of the Destination Provider.

7.2 The Customer or third parties authorised by them, including the Destination Provider, undertake to respect the intellectual property rights of any materials provided in the switching process by the Provider, as well as Provider’s trade secrets. The Customer undertakes to provide access to and if necessary to sublicense the use of these materials to third parties or to the Destination Provider only insofar as necessary to complete the switching process until the end of the agreed Transitional Period, including the alternative Transitional Period, respecting at the same time the confidentiality commitments, as well as the intellectual property rights granted by the Provider.

8 Data retrieval and erasure of data

8.1 The Customer could retrieve or erase their data during the agreed Period of Data Retrieval, which is 30 days.

8.2 At the end of the agreed Retrieval Period, and if the switching process has been completed successfully, the Provider undertakes to erase all Exportable Data and Digital Assets generated by the Customer or related to the Customer directly and confirm to the Customer that it has done so.

8.3 For avoidance of doubt, the Period of Data Retrieval will be subject to the same fees as the fees agreed for the Cloud Service. If the Period of Data Retrieval exceeds the End Date of the Cloud Service Term, the Customer will be obliged to pay the then current standard fees that are applicable to the Cloud Service of that duration.

9 Charges for the switching process 

9.1 The charges to be paid by the Customer for switching will be confirmed by Teradata at the time when the Customer has initiated the switching process. Switching charges will be gradually withdrawn in accordance with Article 29 of the Data Act. For avoidance of doubt, switching charges only include fees for services that are required to enable the Customer to switch away from Teradata´s Cloud Service and that are not possible for the Customer is to perform themselves.

9.2 Teradata also offers consulting services which can assist customers in extracting and transferring data from a Teradata system. Fees for such additional services are subject to Teradata´s standard fees. 

10 Termination of the switching process and Termination penalties

10.1 As soon as the Customer notifies the Provider that the switching process is successfully completed, the Provider undertakes to notify the Customer immediately of the termination of the Agreement. The Agreement shall be deemed terminated upon the Customer´s receipt of such notification.  If the Customer does not notify the Provider about successful switching or the lack thereof, it is deemed that the switching was not successful and the Agreement will not be terminated and will continue on its existing terms.

10.2 If the Customer does not want to switch but to erase their Exportable Data and Digital Assets, at the end of the agreed Notice Period the Provider undertakes to notify the Customer of the termination of the Agreement. The Agreement shall be deemed terminated upon the Customer´s receipt of such notification.

10.3 Termination penalties: upon termination of the Agreement according to paragraphs 10.1 and 10.2 the termination penalties to be paid by the Customer to the Provider will be due immediately. The termination penalty is the amount of the unpaid fees for the remaining term from the date of termination until end of the agreed Cloud Service Term set out in the Order. Teradata will deduct from the penalty any fees that Teradata is refunded from the cloud platform provider, if any, as a result of the early termination of the Cloud Service Term. Under no circumstances does this provision require Teradata to seek such fees from the cloud platform provider.