Last Updated: September 25, 2025
Explanatory Note (MUST READ): The EU Data Act provisions are complex and Pigment therefore wishes to make it as easy as possible for its customers to understand how they have been applied in the context of its Agreements with them. Put simply, the EU Data Act gives customers based in the EU the right to terminate any contract for data processing services (including SaaS companies like Pigment) for convenience by giving two (2) months’ notice. To facilitate a smooth transition, the EU Data Act provides for two additional periods that follow immediately after the two (2) months’ notice period. Namely, (1) a transitional period agreed between the parties, and (2) a retrieval period of thirty (30) days that follows after the transitional period. Fortunately, it is relatively simple for customers to switch away from Pigment by exporting their data and then uploading it to the new platform. Since it is not possible for Pigment to determine when a customer has uploaded its data to the new platform, Pigment uses the moment of export of customer data as the point in time that the switch is successful. To compensate data processing providers like Pigment, the EU Data Act allows for early termination fees to be charged. Since Pigment aims to reduce annual costs for its customers by offering multi-year contracts, the early termination fees specified below are intended to capture license fees required for Pigment to cover the full costs of its services while obtaining a reasonable margin. This explanatory note is non-binding, does not constitute legal advice, and shall not be construed as affecting the interpretation of this Schedule or the Agreement. Customers should obtain their own independent legal advice.
1. For the purpose of this Schedule, the following defined terms apply:
“EU Data Act” means Regulation (EU) 2023/2854 of the European Union;
“EU Data Act Termination Notice” means two (2) months’ prior written notice provided by You expressly pursuant to Article 25 of the EU Data Act before the end of the applicable License Term or service of a termination notice by Pigment pursuant to its termination rights in the Agreement;
“License Term Expiration” means expiry of the License Term under the relevant Order Form;
“Retrieval Period” means the thirty (30) days after expiry of the Transitional Period;
“Successful Switching” means that You (or a third party provider authorized to do so on Your behalf) exported all Your Data using Pigment’s standard export functionality as mentioned in paragraph 7 below;
“Switching Phase” means the period after deemed service of the EU Data Act Termination Notice but before completion of Successful Switching or expiry of the Retrieval Period (as applicable); and
“Transitional Period” means thirty (30) days after expiry of the EU Data Act Termination Notice period.
2. In addition to the termination rights under Section 15 of the Agreement, You may terminate the Agreement for convenience strictly and expressly pursuant to the EU Data Act by serving a valid EU Data Act Termination Notice subject to the Transitional Period, Retrieval Period and the switching process outlined in paragraphs 5-7 below.
3. The Agreement will be considered terminated with immediate effect if either: (i) Successful Switching occurs; (ii) at the end of the EU Data Act Termination Notice period if You have notified Us in writing of Your decision to request erasure of Your Data as provided by the Agreement; or (iii) the Retrieval Period has expired if (i) or (ii) does not apply (“EU Data Act Effective Termination Date”).
4. We will provide You with written notification of termination of the Agreement as soon as practicable after the EU Data Act Effective Termination Date.
5. You may initiate the process of switching from the Solution to a new provider or on-premises infrastructure by serving a valid EU Data Termination Notice and using the Solution’s standard export functionality to export Your Data into csv files and may do so until the end of the Retrieval Period.
6. During the Switching Phase, We shall:
6.1 provide reasonable assistance to You and third parties authorised by You in using the Solution’s export functionality to achieve Successful Switching;
6.2 Act with due care to maintain business continuity, and continue the provision of Services under the Agreement;
6.3 provide clear information concerning risks within Our actual knowledge to continuity in the provision of Services by Us;
6.4 ensure a high level of security is maintained throughout the Switching Phase, including during any data transfer using Our Solution’s functionality, in accordance with the Security Addendum; and
6.5 provide reasonable support and relevant information for Your exit strategy to the extent relevant to the Services.
7. If You fail to complete Successful Switching before the end of the Retrieval Period, Pigment may delete and erase Your Data from the Solution in accordance with the Agreement. Pigment assumes no responsibility or liability for any such deletion if You fail to ensure Successful Switching prior to the Retrieval Period.
8. If You elect to terminate the Agreement in accordance with the above, You agree that:
8.1 any prepaid Fees (including without limitation, prepaid License Fees) shall remain non-refundable;
8.2 any Fees that became due and payable prior to the termination of the Agreement under paragraph 2 above shall remain payable in full; and
8.3 You shall pay within thirty (30) days from the effective date of termination, as a one-off early termination fee to Pigment, an amount equal to 80% of the unpaid License Fees that would have become payable for the remainder of the License Term set out in the applicable Order Form(s) (“Early Termination Fees”).
9. The parties agree that the Early Termination Fees are a genuine pre-estimate of costs and losses incurred by Pigment in reliance on the fixed-term commitment set out in the applicable Order Form(s).
10. For clarity, Fees for Supplemental Services (including, but not limited to, implementation, configuration, testing or advisory services) are not ‘data processing services’ within the meaning of Article 2 of the EU Data Act and are therefore outside the scope of the Early Termination Fees. Fees for Supplemental Services shall remain payable in full (as applicable) without being subject to any refund or early termination adjustment.
11. In the event You serve a valid EU Data Act Termination Notice but the License Term expires before Successful Switching (excluding due to exercise of Pigment’s termination rights under the Agreement):
11.1 by exception to the other provisions of the Agreement, the parties agree that the License Term will be extended until the EU Data Act Effective Termination Date; and
11.2 the provisions of this Agreement will continue to apply between the Parties, and additional Fees shall be payable by You on a prorated basis for the period between License Term Expiration and the EU Data Act Effective Termination Date.
12. Notwithstanding the foregoing, if either Party: (i) notifies the other Party not to extend the license of the Solution and provision of Services beyond the applicable License Term or (ii) lawfully terminates the Agreement pursuant to the other termination provisions of the Agreement, Pigment may suspend the license of the Solution and provision of the Services and You shall not be liable for the payment of Fees from the effective date of termination of the Agreement without prejudice to the switching process described in paragraphs 5-7 above and use of the Solution’s export functionality prior to the effective date of termination.
13. The provisions above shall survive termination of the Agreement to the extent necessary to give effect to the parties’ obligations. All defined terms shall have their meaning as set out in the Agreement unless stated otherwise.