EU Data Act Addendum

This EU Data Act Addendum (“EU Data Act Addendum” or “Addendum”) forms part of and is subject to the Contentful Master Subscription and Services Agreement or such other agreement entered into between Customer and Contentful for the use of the Subscription Services (the “Agreement”). Contentful and Customer are collectively referred to in this Addendum as “Parties” and each a “Party”. 

1. Definitions

Capitalized terms shall have the meaning set forth in this Section, the Agreement or as defined in the body of this Addendum. Undefined capitalized terms shall have the same meaning as defined in the EU Data Act.

1.1. “DPS” has the same meaning set forth in the Agreement.

1.2. “EU” means the European Union.

1.3. “European Union Data Act” or “EU Data Act” means 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.

1.4. “Maximum Notice Period” means two (2) months commencing from Contentful’s receipt of a request from the Customer to switch to a different DPS provider or to port all Exportable Data and Digital Assets to an On-premises ICT Infrastructure.

1.5. “Maximum Transitional Period” means thirty (30) calendar days, to be initiated after the Maximum Notice Period.

1.6. “On-premises ICT Infrastructure” means the Customer’s own information or communications technology.

1.7. “Provisioning Documents” means, collectively, service orders and statements of work (or such other order documents) signed by the Parties under the Agreement.

1.8. “Retrieval Period” means a minimum period for Customer’s completion of data retrieval of at least thirty (30) calendar days, starting after the termination of the Maximum Transitional Period that was agreed between Customer and Contentful, in accordance with Section 3.

1.9. “Subscription Services” means the cloud-based content management and publication platform as a service offering provided by Contentful to Customer (including, as applicable, Contentful APIs) set forth in the applicable Provisioning Document(s), and any subsequent updates or upgrades of the foregoing.

2. Purpose and Scope of Addendum

2.1. This Addendum sets forth the Parties’ rights and obligations in relation to Customer Switching from Contentful to another DPS provider or an On-premises ICT Infrastructure.

3. Switching from Contentful to Another Provider or On-premises ICT Infrastructure

3.1. The following stipulations apply:

(a) Customer may request to switch to a different DPS provider or to port all Exportable Data and Digital Assets to an On-premises ICT Infrastructure upon expiry of the Maximum Notice Period. Customer’s notice of the termination of the Agreement shall comply with the notice obligations as set forth in the Agreement. Contentful shall, without undue delay, during the Maximum Transitional Period (during which the Agreement remains applicable):

(i) provide reasonable assistance to the Customer and third parties authorised by the Customer in the Switching process by making the Exportable Data and Digital Assets identified in Appendix 1 available for Switching;

(ii) act with due care to maintain business continuity, and continue the provision of the Subscription Services under the Agreement;

(iii) if applicable, provide clear information concerning known risks to continuity in the provision of the Subscription Services on the part of Contentful;

(iv) ensure that a high level of security, as set forth in the Contentful Security Addendum located at https://www.contentful.com/legal/security-standards/, is maintained throughout the period in the Switching process when the Exportable Data and Digital Assets are processed in the Subscription Services, in accordance with applicable law;

(b) Contentful will reasonably support the Customer’s exit strategy relevant to the Subscription Services, including by providing all relevant information reasonably requested by Customer;

(c) The Agreement shall be considered to be terminated and the Customer’s designated contact shall be notified by Contentful of the termination, in either of the following cases:

(i) where applicable, promptly following the successful completion of the Switching process, as confirmed in writing by Customer to Contentful; or

(ii) at the end of the Maximum Notice Period of two (2) months, where the Customer states in writing that it does not want to switch, but instead wants to erase its Exportable Data and Digital Assets upon termination of the Subscription Services.

Notwithstanding anything to the contrary in the Agreement, the Parties agree that notice for the purpose of Contentful informing Customer pursuant to this Section 3.1(c) can be accomplished by email sent by Contentful to the Customer contact designated by Customer (or in Contentful’s systems or in the Service Order).

(d) Appendix 1 includes an exhaustive specification of all categories of Exportable Data and Digital Assets that can be ported during the Switching process, which may be updated from time to time;

(e) Appendix 1 includes an exhaustive specification of categories of data specific to the internal functioning of Contentful’s DPS that are to be exempted from the Exportable Data and Digital Assets under Section 3.1(d) as permitted under the EU Data Act, provided that such exemptions do not impede or delay the Switching process provided for in Article 23 of the EU Data Act, and which may be updated from time to time;

(f) Upon Customer’s written request, Contentful shall erase all Exportable Data and Digital Assets generated directly by the Customer, or relating to the Customer directly (as referred to in Appendix 1 to this Addendum), after the expiry of the Retrieval Period or after the expiry of an alternative agreed period at a date later than the date of expiry of the Retrieval Period, provided that the Switching process has been completed successfully as confirmed by the Customer to Contentful in writing.

3.2. Customer may notify Contentful of its decision to perform one or more of the following actions upon termination of the Maximum Notice Period:

(a) switch to a different DPS provider, in which case the Customer shall provide the necessary details of that provider;

(b) switch to an On-premises ICT Infrastructure; and/or

(c) erase its Exportable Data and Digital Assets.

3.3. Pursuant to Article 25(4) of the EU Data Act, where the Maximum Transitional Period is technically unfeasible, Contentful shall notify the Customer within fourteen (14) business days of the Customer’s notification to Contentful of the Switching request, and shall duly justify the technical unfeasibility and indicate an alternative transitional period, which shall not exceed seven (7) months. In accordance with Section 3.1(a) of this EU Data Act Addendum, service continuity shall be ensured throughout the alternative transitional period. To the extent Contentful sends written questions to the Customer or the new DPS provider regarding the switch request, and Contentful does not receive substantive responses to such questions within fourteen (14) business days, Contentful shall have the right to extend the transitional period for each day beyond the fourteen (14) day deadline that it does not receive a substantive response. The Customer is responsible for ensuring that Contentful has the information and access necessary to support the completion of the switching process in the time periods set forth under this Section 3.3.

3.4. Without prejudice to Section 3.3, the Customer has the right to extend the Maximum Transitional Period once for a period that the Customer reasonably considers more appropriate for its own purposes. If the Customer invokes this right to extend, the Customer shall notify Contentful in writing within seven (7) business days prior to the end of the Maximum Transition Period.

3.5. In the event of a termination of the Agreement prior to the end of the then-current subscription term, unless such termination is due to Contentful’s uncured material breach of the Agreement, the Customer shall be obligated to pay any remaining fees as set forth in the then-current Provisioning Document and Customer shall not be entitled to any refund of prepaid fees. The Parties acknowledge and agree that: (i) Customer’s obligation to pay any remaining fees owed under the Provisioning Document does not constitute a Switching Charge; and (ii) during the entirety of the Maximum Notice Period, Maximum Transitional Period, and Retrieval Period, the Customer is responsible for payment of then-current fees set forth in the Provisioning Document. To the extent the Provisioning Document expires during any of the aforementioned periods, it will be automatically renewed on a month to month basis at the then-current fees until the conclusion of the Retrieval Period.

3.6. Customer acknowledges and agrees that Contentful is not responsible for Switching or deleting any data that exists in third party integrations with the Subscription Services, including Customer Applications, and that Customer shall be solely responsible for any such exports or deletions.

4. Additional Information Provided by Contentful

4.1. Contentful shall provide the Customer with the following information which is contained in the URL set forth in Appendix 1:

(a) information on available procedures for Switching and porting to a new DPS provider, including information on available Switching and porting methods and formats as well as restrictions and technical limitations which are known to Contentful, as applicable; and

(b) an up-to-date online register hosted by Contentful, with details of all the data structures and data formats as well as the relevant standards and open interoperability specifications, in which the Exportable Data and Digital Assets referred to in Section 3.1(d).

4.2. Contentful shall make available, and keep up to date, the following information on a webpage (located here: https://www.contentful.com/legal/eu-data-act/):

(a) the jurisdiction to which the ICT infrastructure deployed for data processing of their individual services is subject; and

(b) a general description of the technical, organisational and contractual measures adopted by Contentful in order to prevent international governmental access to or transfer of non-personal data held in the EU where such access or transfer would create a conflict with EU law or the national law of the relevant Member State.

(5) Interpretation. If and to the extent that the terms and conditions of the Agreement conflict with the terms and conditions of this EU Data Act Addendum, the terms and conditions of this EU Data Act Addendum shall prevail over the terms and conditions in the Agreement. Except as set forth in this EU Data Act Addendum, the Agreement remains in full force and effect.

Appendix 1

Information on Switching Procedures and Exportable Data / Digital Assets

The Procedures for Exporting Content page (available here: https://www.contentful.com/help/admin/data-export), which may be updated from time to time, sets out the following:

A. Information on Switching Procedures:

• A description of Contentful’s currently available procedures for exporting content;

• Information on restrictions and technical limitations which are known to Contentful; and

• Details of all the data structures and data formats as well as the relevant standards and open interoperability specifications.

B. Exportable Content:

• An exhaustive specification of all categories of Exportable Data and Digital Assets that can be exported during the Switching process; and 

• Categories of data specific to the internal functioning of Contentful’s DPS that are exempt from the export.