This EU Data Act Appendix “C” governs all Switching and/or Deletion Requests made by a Customer to the extent compulsorily applicable to the Customer pursuant to Regulation (EU) 2023/2854 of the European Parliament and of the Council of December 13, 2023 concerning harmonized rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828 as well as in relation to any other terms or conditions related to the EU Data Act (the “Data Act”).
Customer agrees this Appendix is incorporated by reference into its Agreement with Membrain. Unless otherwise stated herein, defined terms shall have the meaning given in the SaaS Agreement. The term “Agreement” herein shall refer to the combination of the Order, the SaaS Agreement, and any exhibit(s) and appendice(s) incorporated into the Order and/or SaaS Agreement.
1. Request Process. A Customer who is registered in a member state of the EU/EEA, may submit a written request, to support@membrain.com, at any time during a subscription term, with a 2-month notification period, either to: (a) switch a Product and migrate its Customer Data to a different third party service provider or to its own on-premise infrastructure (“Switching Request”); and/or (b) delete its Customer Data from a Product (“Deletion Request”).
(a) Switching Request. Membrain will support the Customer’s Switching Request in accordance with the Data Act by providing Customer the related instructions or as otherwise indicated by Membrain in Membrain documentation, for Customer to export Customer Data within 30 calendar days after the end of the 2-month notification period from the date Membrain receives a full and complete Switching Request (“Transition Period”).
Membrain may decline to process a Switching Request that is incomplete, lacks reasonably necessary information or otherwise does not fall within the requirements of the Data Act, provided Membrain notifies Customer of such deficiencies within 10 business days.
Membrain will inform Customer within 14 business days of receiving a Switching Request if the Transition Period is technically unfeasible, providing a reasonable explanation for such technical limitations and an alternative Transition Period for the Customer to export their Customer Data, which shall not exceed 7 months (“Alternative Transition Period”).
Customer shall have the right to ask for an alternative Transition Period that is reasonably appropriate under the circumstances, at the time of the request, which shall not exceed 7 months.
Throughout the switching process and in accordance with the Agreement, Membrain will provide reasonable assistance, act with due care to maintain business continuity and maintain the agreed level of security. Membrain does not warrant uninterrupted functionality during the Transition Period.
Membrain may inform Customer about any known risks to the continuity in the provision of the Product(s) and/or technical limitations as a result of the Switching once the Switching Request is submitted or as otherwise indicated by Membrain.
Customer shall notify Membrain once the export of Customer Data is completed via support@membrain.com.
Customer Data export shall be provided by Membrain on a cost basis for any and all complete or partial Customer Data export through January 12, 2027 and shall, after such date, be carried out free of any additional charge. Notwithstanding the foregoing, exports involving extraordinary technical effort, non standard formats or unusually large data volumes may incur additional reasonable fees.
(b) Deletion Request. Membrain will support a Customer’s Deletion Request to the extent permitted by applicable law, by deleting the Customer Data of the in-scope Product (s). Deletion shall not apply to archival or backup systems where immediate deletion is technically unfeasible; such data will be removed in accordance with Membrain’s standard backup deletion cycles.
2. Termination. The Agreement, with respect to Product(s) falling within the purview of the EU Data Act, will automatically terminate either: for 1) Switching Request(s) upon Customer notifying Membrain in writing about the successful export of Customer Data in accordance with Section 1(a) in this Appendix C” (in the absence of formal notification by Customer as indicated above, the switching will be deemed successful at the end of the Transitional Period or Alternative Period), or 2) for Deletion Request(s), 2 months after Membrain has received the Deletion Request (the “Termination Date”).
For the avoidance of doubt, such termination will not relieve Customer of its obligation to pay all Fees agreed to in the applicable Order(s) as an early termination fee pursuant to the payment terms set forth in the Agreement. In the event the early termination fees set forth herein are deemed, by a court of competent jurisdiction, invalid in any manner under the Data Act or Swedish law in relation thereto (or the laws of any other governing law which has been expressly included in the Agreement as the governing law in relation to the Data Act), the early termination fees shall be curtailed solely to the extent strictly necessary to comply with such applicable law (and to best preserve Membrain’s economic and legal interests with respect hereto) and thus Membrain shall thereafter be permitted to impose and to timely receive such remaining early termination fees in full in accordance with the terms herein.
Membrain will continue to provide the Product(s) in accordance with the Agreement until the Termination Date or until the end of the full subscription period if such longer period is legally required to apply.
3. Exclusions. In accordance with the Data Act, Switching or Deletion Requests will not be accepted for beta products, any Free Product Version, or in relation to any customized Product(s) (to the extent qualifying for exclusion from the Data Act as a customized solution). Requests may also be rejected for Products materially dependent on third party technology or licensing terms that prohibit export or deletion or otherwise if either request does not fall within the Membrain’s compulsory obligations under the Data Act or other applicable law.
4. Indemnification. Several legal entities may be entitled to purchase or use Product(s) under the Agreement (including without limitation Customer’s affiliates and users—to the extent applicable) and such entities other than the Customer making the request could therefore be impacted by the Switching Request or Deletion Request in accordance with this section (“Impacted Parties”). It is the Customer's sole responsibility to ensure Customer has all rights and permissions concerning the Switching or the Deletion Requests and the Customer Data before exercising its rights hereunder.
Customer will defend and hold harmless Membrain and its affiliates against any claim, demand, suit or proceeding (including any and all damages, losses, and/or legal fees relating thereto) made or brought against Membrain by Impacted Parties (a) alleging that the Switching or Deletion Request and/or any Membrain responsive action(s) breaches or infringes such Impacted Party’s rights or licenses. Indemnification also applies to claims, damages, and losses, arising from Customer’s failure to provide accurate instructions, pay all Fees, comply with legal requirements or mitigate risks relating to the Switching or Deletion Request.
5. Liability. Membrain shall not be liable for any damages, losses, costs or expenses arising out of or in connection with the Switching and/or the Deletion Request. This exclusion of liability includes, but is not limited to, any issues related to Customer Data integrity or loss, system downtime, compatibility issues, or any other disruptions or failures that may occur during or as a result of the Switching and/or the Deletion Request. The Customer assumes full responsibility for the successful Switching or Deletion of Customer Data. Nothing in this Appendix shall limit any liability caps, exclusions or disclaimers contained in the Agreement, all of which shall continue to apply in full.
Last Updated: Nov 22nd, 2025
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