Appendix A: EU Data Act

Last updated 16 September 2025

1. Applicability and Definitions

   1. The provisions in this Appendix apply only to EU Customers.
   2. For the purposes of this Appendix:
      1. "EU Customer" means a Customer whose contracting entity address is located in a Member State of the European Union.
      2. "Exportable Data" means all Customer data, content, configurations, and digital materials created, generated, inputted, customised, or modified by Customer or its authorised users through use of the Service, including but not limited to surveys, reports, dashboards, analytics configurations, custom metrics, workflow settings, team configurations, project data, documentation, notes, labels, tags, and templates. Exportable Data excludes Third-Party Data obtained from external service providers, Swarmia's proprietary algorithms, source code, system-generated logs and metadata, aggregated anonymised benchmarking data, and Confidential Information.
      3. "Maximum Notice Period" means the two (2) month maximum notice period for EU Customer switching as specified in Section A.2.1.
      4. "Mandatory Maximum Transitional Period" means the transitional period of up to thirty (30) calendar days during which Swarmia continues the Service solely to enable switching, as specified in Section A.2.3.
      5. "Switching Charges" means fees charged by Swarmia for switching tools, assistance, and direct costs directly linked to the switching process, limited to Swarmia's actual direct costs and applicable only until 12 January 2027 for EU Customers.
      6. "Third-Party Data" means data obtained by Swarmia from third-party service providers (including development tools and platforms) on behalf of Customer for the provision of the Service.
   3. For Customer’s subject to the EU Data Act (Regulation (EU) 2023/2854), the terms outlined in this EU Data Act Appendix shall be automatically applicable as of 12 September 2025, in addition to the existing Terms of Service.

2. Switching Notice and Transitional Period

   1. Switching Initiation

      An EU Customer may at any time either (a) switch to another provider by giving no more than two (2) months' prior written notice (the "Maximum Notice Period"), or (b) terminate without switching by giving the same notice and electing erasure under Section A.3.1. Swarmia shall acknowledge receipt of such notice without undue delay. The switching notice is distinct from any termination notice; termination occurs automatically under Section A.3.3.

   2. Standard Service Fees During Notice Period

      During the Maximum Notice Period and the Mandatory Maximum Transitional Period, Swarmia shall continue providing the Service, including business continuity and security obligations. Standard recurring fees continue to apply during such periods. These are standard service fees, not Switching Charges.

   3. Transitional Period

      After the switching notice, Swarmia shall continue the Service for a transitional period of up to thirty (30) calendar days solely to enable switching (the "Mandatory Maximum Transitional Period"). If completion within thirty (30) days is not technically feasible, Swarmia shall: (i) notify the EU Customer within fourteen (14) days with detailed technical justification, and (ii) indicate an alternative period not exceeding seven (7) months from the notice. The EU Customer may extend the period once to a duration it considers appropriate, subject to technical feasibility. Swarmia shall act with due care to maintain business continuity, maintain a high level of security, and provide reasonable assistance during the transitional period.

3. Switching and Reversibility

   1. Data Retrieval and Erasure

      After the Mandatory Maximum Transitional Period (or, if no switching, after the Maximum Notice Period), the EU Customer shall have a minimum thirty (30) day retrieval window to export Exportable Data in commonly used, machine-readable formats via documented APIs or standard export interfaces. Third-Party Data obtained from development tools and platforms cannot be exported through Swarmia and must be obtained directly from the respective third-party providers. After the retrieval window—or earlier at the EU Customer's written instruction—Swarmia shall irreversibly erase Exportable Data from production systems and backups (or render unrecoverable by cryptographic erasure where direct deletion is not technically feasible), subject only to legally required retention, and shall confirm erasure upon request.

   2. Switching Charges and Cost Transparency

      1. Switching Charges (including fees for Swarmia-provided switching tools and reasonable assistance) are limited to Swarmia's direct costs directly linked to the switching process and apply only until 12 January 2027; no Switching Charges apply after that date.
      2. Where applicable until 12 January 2027, Swarmia shall provide full cost transparency by itemising such direct costs on a separate invoice or statement with detailed cost categories, units, hourly rates, and time spent
      3. If services run in parallel with another provider during switching, network egress costs may be passed through only at actual cost with supporting documentation
      4. Optional professional services beyond standard tools and formats (e.g., bespoke transformations) may be purchased separately under a separate agreement and are not Switching Charges.

   3. Automatic Termination Trigger

      This Agreement (or the affected Service) terminates automatically (a) upon successful completion of switching, or (b) at the end of the Maximum Notice Period if the EU Customer elected erasure without switching. The retrieval window then runs for at least thirty (30) days under Section A.3.1, after which erasure occurs. Swarmia shall notify the EU Customer that the Agreement (or Service) is considered terminated; this notification is informational only. If switching is unsuccessful, this Agreement continues on existing terms and the parties shall cooperate in good faith to resolve any issues.

   4. Non-Dispersion

      The Service is a single, integrated SaaS platform. Partial switching of components or subsets is not technically supported due to the integrated nature of the platform and its reliance on Third-Party Data sources; switching applies to the Service as a whole. This does not affect the EU Customer's data retrieval and erasure rights for Exportable Data or Swarmia's obligation to avoid obstacles to switching.

   5. No Obstacles to Switching

      Swarmia shall not impose and shall remove any pre-commercial, commercial, technical, contractual, or organisational obstacles that would inhibit the EU Customer from: ending the contract after the applicable periods; contracting with a destination provider; porting Exportable Data; or achieving functional equivalence. Customer acknowledges that Third-Party Data must be obtained directly from the respective third-party service providers and is not within Swarmia's control for switching purposes.

4. Financial Provisions

   1. Early Termination Penalty for EU Customers

      If an EU Customer's subscription ends early under Section A.3, prepaid subscription Fees are non-refundable, and any discounts applied shall revert to unpaid fees that become immediately due and payable. The parties agree and acknowledge pre-contractually that any retained prepaid amounts and discount reversals constitute an early termination penalty within the EU Data Act framework and are not "Switching Charges." This allocation reflects Swarmia's upfront costs and pricing structure and is not intended to hinder switching or data portability.

   2. Payment Survival Modifications for EU Customers

      For EU Customers, payment obligations under the main Terms of Service shall not apply to termination under Section A.3 (EU Data Act Switching), except for:
      1. Early termination penalties as specified in Section A.4.1
      2. Standard service fees during notice and transitional periods as specified in Section A.2.2
      3. Legitimate Switching Charges as specified in Section A.3.2

   3. Order of Precedence for EU Customers

      If there is any conflict or inconsistency between this Appendix and any other termination provisions in this Agreement, this Appendix shall control for EU Customers.

   4. Dispute Resolution For EU Customers

      Any dispute related to EU Data Act compliance, switching procedures, or Switching Charges shall be resolved through the same arbitration process specified in Section 15.2 of the Agreement.