EU Data Act

Data Switching Addendum

This Data Switching Addendum (“Addendum”) supplements the service agreement between Mural and the EU Customer receiving Mural Services (the “Agreement”) and forms part of such Agreement. Its purpose is to set out clear and fair contractual terms to facilitate switching to another provider of data processing services or, where applicable, to an on-premises ICT infrastructure in accordance with Article 25 of the EU Data Act (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).

Capitalised terms not defined here have the meaning given in the Agreement or the EU Data Act. If this Addendum conflicts with the Agreement, this Addendum prevails. 

1. Data Portability. Mural shall make available, and Customer may extract, Content at any time during the Subscription Term or agreed Transition Period (defined below) through features in the Service in commonly accepted and used formats (including pdf).
2. Switch From the Service and Termination. Customer may notify Mural, with at least two (2) months’ notice (“Notice Period”), of its decision to either (a) switch to a different service provider of data processing services; (b) port all Content to an on-premises ICT infrastructure; or (c) request Mural to erase Content upon termination of Services. 

Services shall be considered to be terminated and the Customer shall be notified of the termination:

1. Upon the successful completion of the switching process by Customer at the end of Transition period or Retrieval Period;
2. At the end of the Notice Period, where the customer does not wish to switch but to erase its exportable data and digital assets upon Service termination; ‍
3. Transition, Retrieval and Assistance. In the event of 2(a) or (b) above, after the notice period, the Customer will have the option to continue to access the Services with prior notice for an additional thirty (30) days period (“Transition Period”). During such Transition Period, the Order Form and Agreement will remain in force, and the Customer will pay Mural the compensation which shall equal to pro-rated amount of the annual fees set forth in this Order Form.

Customer may extend the Transition Period once for a period that the Customer considers necessary to transfer Content from the Service. Customer hereby agrees that a period of more than three (3) months shall not be deemed necessary. 

In addition, Customer shall have thirty (30) calendar days after the Transition Period ( “Retrieval Period”) to access the Service to retrieve its Content, and the Customer will pay Mural the compensation which shall equal to pro-rated amount of the annual fees set forth in this Order Form for such Retrieval Period. 

Mural will act with due care and use commercially reasonable efforts during the Transition Period and Retrieval Period to:

1. Upon Customer’s request, provide reasonable assistance to the Customer and third parties authorised by the Customer in the process of switching away from the Services through access to Service;
2. Maintain business continuity, and continue the provision of the Services under the Agreement; 
3. Provide clear information concerning known risks to continuity in the provision of the Services (if any); and 
4. Support Customer’s exit strategy through the continuous access to Service (including support service) and Content and security of the Service (as described in section 5 below) and by providing relevant information reasonably necessary for Customer to plan and conduct switching. 

Any additional services that are not in the scope of Service or stated above shall be subject to a separate agreement between the parties. Any additional Mural services requested by the Customer shall be offered at the then current list prices based on good faith estimates of the work requested.

4. Fees. All pre-paid fees for the Services shall be non-refundable and non-cancellable and shall be retained by Mural in the event of termination of Services. Customer shall be responsible for payments of all applicable Service Fees up until the end of Transition Period or Retrieval Period, as long as Customer has access to Services.

In addition, in the event Customer notifies Mural of its intention to terminate the Services, for any remaining Subscription Term not paid for by the Customer at the time of such notice, the Customer agrees to pay Mural early termination fee equal to 33% of the agreed unpaid Subscription Fees applicable to the remainder of the Term.

5. Security. Security measures described in the Agreement and relevant security and privacy policies and controls shall apply until the expiry or termination of the Service to provide  security throughout the switching process, including during the Transition Period and Retrieval Period. Nothing in this Addendum reduces the security measures and commitments agreed in the Agreement. 
6. Deletion of Content. Following (i) successful completion of switching, and the expiry of the Retrieval Period (or another later period agreed by the parties), or (ii) Customer’s election under Section 2(b), Mural will  delete all Content in accordance with its data retention policies, except where retention is required by law. On request, Mural will provide a confirmation of deletion.
7. Limitation of Liability. For the purpose of Services covered by this Addendum, any limitation of liability in relation to damages directly arising out of either party’s gross negligence or willful misconduct shall not be applicable between the parties.
8. Updates to Comply With Law. Either party  may propose reasonable amendments to this Addendum to reflect changes in the EU Data Act or applicable decisions or guidance by the regulatory bodies in the EU or European Court of Justice, which parties shall discuss in good faith without unreasonable delay.
9. Fair Dealing and Cooperation. The parties acknowledge that this Addendum reflects mutual consideration and negotiations, and that the terms and conditions contained herein are fair and reasonable. Specifically, the Customer understands the fees and other commercial terms in the agreement are based on the agreed subscription volumes and the term. The Customer confirms it has no present intention to depart or deviate from the agreed commercial structure, including fees and duration, and both parties agree to act in good faith and to cooperate with the other to give full effect to the commercial intent of this Addendum and the Agreement. 
10. Data Access Requests. To the extent legally permitted, Mural will notify the customer without undue delay if it receives a legally binding request for disclosure of or access to customer’s data from a public authority (including judicial or administrative authorities, or national security or intelligence agencies) or becomes aware of any direct access by a public authority to customer’s data. Mural will work with the customer and provide reasonable cooperation and assistance to respond to the request.

Will use all reasonably available legal mechanisms to challenge any binding legal requests for disclosure of or access to customers’ data made by any public authority that it receives, as well as any non-disclosure provisions attached to any such request. Mural will provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

If Mural is prohibited by applicable law or regulation from notifying you or disclosing the details of a public authority request to you, Mural will use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible.