DATA ACT ADDENDUM
Updated Date:
This Data Act Addendum (“Addendum”) amends and supplements the Master Service Agreement,
together with any applicable ordering documents and any other agreement(s) governing the
Customer’s access to and use of the Services (collectively, the “Agreement”), between Wonderful and
the Customer. This Addendum applies solely to the Data Processing Service identified herein and only
to Customers that are headquartered in the European Union and subject to Regulation (EU) 2023/2854
of the European Parliament and of the Council on harmonized rules on fair access to and use of data
(the “Data Act”). Professional Services and any integrations which are customized and developed or
implemented specifically for Customer are expressly excluded from the scope of this Addendum.
Capitalized terms used but not defined in this Addendum have the meanings given to them in the
Agreement or the Data Act.
This Addendum sets out the Parties’ rights and obligations under Chapter VI of the Data Act and forms
an integral part of the Agreement. This Addendum is deemed accepted by the Customer upon
execution of the Agreement. The Customer agrees that this Addendum is incorporated by reference
into its Agreement with Wonderful.
In the event of any conflict between this Addendum and any other contractual terms or documents,
this Addendum will prevail to the extent of the conflict, but solely with respect to the subject matter
addressed in this Addendum.
1. DEFINITIONS
1.1. “Customer Data and Assets” means Customer Data and any other data, information,
metadata, content, documentation, materials, hosted in connection with the Data Processing
Service, in each case to the extent processed as part of the Data Processing Service. For
clarity, Customer Data and Assets excludes Analytics Information, Customer Service Data, and the
Agent.
1.2. “Data Processing Service” has the meaning ascribed to it under the Data Act and refers to the
applicable portions of the Services (as defined in the Agreement).
1.3. “Exportable Data” means the subset of Customer Data and Assets that (i) can be extracted
under this Addendum; and (ii) does not contain, and cannot be extracted without disclosing,
Wonderful’s intellectual property rights, trade secrets, or other protected information.
Exportable Data does not include designs, instructions and Prompts provided by Wonderful as
part of the Professional Services.
1.4. “Provider” means a data processing service provider other than Wonderful, as contemplated
by the Data Act.
1.5. “Switching” has the meaning given in Article 2(34) of the Data Act and means the process of
extracting, transforming, and uploading the Exportable Data and transferring it to a Provider
or to Customer’s on-premises ICT, in each case pursuant to a Switching Request (as defined
below).
1.6. “Transition Period” means the Initial Transition Period (as defined below) or, if applicable, the
Alternative Period (as defined below), whichever is then in effect.
2. REQUEST PROCESS
2.1 During the Term (as defined in the Agreement), Customer may submit a written request with
at least two (2) months’ prior notice (“Notice Period”) to: (a) switch and migrate the
applicable Exportable Data to a Provider or to Customer’s on-premises ICT infrastructure,
including by specifying the destination and any applicable technical specifications (“Switching
Request”); or (b) delete the Exportable Data (“Deletion Request”).
2.2 Each Switching Request or Deletion Request must be submitted in writing using the form
attached as Annex A and sent to: dataact@wonderful.ai.
2.3 Following expiry of the Notice Period and Wonderful’s receipt of a Switching Request, the
“Initial Transition Period” will commence and will be completed within thirty (30) calendar
days, unless extended in accordance with this Addendum.
2.4 Within fourteen (14) business days after receipt of a Switching Request, Wonderful will notify
Customer if completion within the Initial Transition Period is technically unfeasible, provide a
reasonable explanation of the relevant technical limitations, and propose an alternative
transition period that will not exceed the applicable timeframes set out in the Data Act
(“Alternative Period”).
2.5 During the Initial Transition Period or the Alternative Period, Customer may request, in
writing, an extension of the applicable Transition Period no more than once, subject to
payment of any applicable fees permitted under the Data Act and as set out in this Addendum
(an “Extended Transition Period”).
3. DELETION PROCESS
3.1 Wonderful will support Customer’s Deletion Request to the extent permitted by applicable
law by deleting the Exportable Data in accordance with the procedures and timeframes
specified in the Agreement and, in any event, no later than within the Notice Period.
4. SWITCHING PROCEDURE
4.1 During the Transition Period (and any Extended Transition Period), Wonderful will: (i) provide
reasonable assistance to Customer to enable Switching (“Switching Assistance”); (ii) subject
to Customer’s continued payment obligations, continue providing the Services in accordance
with the Agreement during the Switching process (including maintaining the security levels
described in the Agreement); and (iii) provide Customer with information reasonably needed
to conduct the Switching.
4.2 Wonderful hereby informs Customer that the following Services and/or data sets are
explicitly excluded from the Switching procedure under this Addendum (“Excluded Services
and Data”):
4.2.2. Analytics Information and any data or information owned, developed, or derived by Wonderful,
including insights, predictions, and any data that would reveal Wonderful’s trade
secrets or intellectual property.
4.2.3. Beta Services (as defined in the Agreement) or other limited services provided for
evaluation, testing, trial, beta, pilot, preview, or non-production purposes.
4.2.4. Static technical information (documents not generated by the Services, such as
manuals, instructions, and invoices).
4.2.5. Services or features that, if exported or transferred, would reasonably risk the
continuity, integrity, availability, or security of the Service or other customers; and
4.2.6. Professional Services (as defined in the Agreement), any on-prem integration,
solutions uniquely provided, and any custom-built services, configurations,
specifications, or other Materials (as defined in the Agreement) provided by
Wonderful that are not provided on a commercial scale, and any derivatives thereof,
to the extent applicable.
4.3 Customer will promptly notify Wonderful in writing upon successful completion of Switching.
Customer will test and validate Switching prior to providing such confirmation. If Customer
does not provide such confirmation, Wonderful may request it in writing. If Customer fails to
provide such confirmation within ten (10) business days after Wonderful’s written request,
Wonderful may deem the Switching to have been successfully completed.
5. RETRIEVAL PERIOD
5.1 Upon Customer’s written request, Wonderful will retain the Exportable Data for up to thirty
(30) days following completion of the Transition Period or the Extended Transition Period, as
applicable (“Retrieval Period”). Customer will continue to pay all charges in accordance with
the Agreement during any Retrieval Period, including the annual subscription fees. Upon
expiration of the Retrieval Period, Wonderful may delete Exportable Data in accordance with
its standard data deletion practices, except to the extent required by applicable law.
5.2 If Customer exhausts its Credit balance and requires additional Credits during the Retrieval
Period, Customer must purchase additional Credits in accordance with the Agreement.
6. TERMINATION
6.1 The applicable Order(s) and the Agreement will automatically terminate: (i) in the case of a
Switching Request, when Switching is deemed successful in accordance with Section 4.3; or
(ii) in the case of a Deletion Request, when Wonderful confirms deletion of the relevant
Exportable Data or upon expiration of the Notice Period (each, the “Termination Date”).
6.2 Wonderful will continue to provide the Services in accordance with the Agreement until the
Termination Date.
6.3 For the avoidance of doubt, Customer acknowledges that pricing for annual or multi-year
subscription terms and minimum spend commitments is generally lower than pricing for
comparable services purchased without such commitments. Customer further acknowledges
that it could have purchased the Services on a month-to-month basis at a higher rate.
Accordingly, early termination under this Addendum will not relieve Customer of its
obligation to pay all fees due under the applicable Order(s). Customer must pay any
outstanding subscription fees, annual fees, minimum fixed commitments, for the remainder
of the term of the relevant Order(s) (“Early Termination Fee”).
6.4 The Early Termination Fee (if applicable) will become due and payable fourteen (14) days after
Customer’s receipt of the Company’s invoice. Wonderful will not charge any other fees or
penalties, except for fees for Switching Assistance as set out in Section 7.
7. PAYMENT
7.1 To the extent applicable, and provided that the Switching Request is submitted on or before
January 12, 2027, Wonderful reserves the right to charge Customer for Switching Assistance
at Wonderful’s then-current Professional Services rates, which will be provided upon request.
7.2 Each invoice is due and payable upon receipt by Customer and will include, without limitation,
any then-current subscription fees, unless otherwise specified in the Agreement.
8. OBLIGATIONS OF THE PARTIES
8.1 The parties will cooperate in good faith to facilitate Switching, ensure the timely transfer of
Exportable Data, and maintain continuity of the Data Processing Service.
8.2 As between the parties, Customer is responsible for importing the Exportable Data into
Customer’s systems or the Provider’s systems, as applicable.
8.3 All obligations under the Agreement that, by their nature, are intended to survive (including
confidentiality obligations) will remain in full force and effect during the Switching procedure.
8.4 Customer represents and warrants that it has all rights and permissions necessary to submit
Switching Requests and/or Deletion Requests and to instruct Wonderful to transfer or delete
Exportable Data. Customer is solely responsible for the consequences of Switching or
Deletion for any affected parties, including Customer’s users, employees, and Affiliates
(collectively, “Impacted Parties”), and will indemnify and hold harmless Wonderful from and
against any claim, demand, suit, or proceeding brought by an Impacted Party alleging that
Customer’s Switching Request or Deletion Request infringes such Impacted Party’s rights or
licenses.
8.5 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WONDERFUL
OR ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY IMPACTED PARTY UNDER THIS
ADDENDUM FOR ANY DAMAGES, LOSSES, COSTS, OR EXPENSES ARISING OUT OF OR
RELATING TO A SWITCHING REQUEST OR A DELETION REQUEST. THIS EXCLUSION OF LIABILITY
INCLUDES, WITHOUT LIMITATION, ANY ISSUES RELATING TO EXPORTABLE DATA INTEGRITY OR
LOSS, SYSTEM DOWNTIME, COMPATIBILITY ISSUES, OR ANY OTHER DISRUPTIONS OR
FAILURES THAT MAY OCCUR DURING OR AS A RESULT OF SWITCHING OR A DELETION
REQUEST.
Annex A
Request Formatting
Switching Request
[Date]
To: [Company name and address for communications]
Customer Contact Information: [Name], [Email]
Customer Authorized Representative Information (if applicable): [Name], [Email]
Agreement: [name and details of Agreement]
Switching Option:☐ Data Processing Provider other than the Company
New Provider Name: […]
New Provider Contact Information: […]☐ On-premises ICT infrastructure
Preferred Exportable Data: […]
Destination and technical specifications for new Provider/ Customer on-premises infrastructure:
[…]
[Signature of Customer’s authorized representative]
Deletion Request
[Date]
To: [Company name and address for communications]
Customer Contact Information: [Name], [Email]
Customer Authorized Representative Information (if applicable): [Name], [Email]
Agreement: [name and details of Agreement]
Exportable Data: [All covered by the Agreement] or [provide explicit Data or Digital Assets subject to
deletion]
Preferred Deletion Date: […]
[Signature of Customer’s authorized representative]